Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 3 contracts

Sources: Credit Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/), Credit Agreement (Enexus Energy CORP)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of incorporation, certificate of formation the Quebec Civil Code) or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral AgentStore) at which material portions of Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging or acquisition after amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date applicable Collateral Agents and the applicable Administrative Agent not less than 30 days’ prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleOfficers’ Certificate), transferor such lesser notice period agreed to by such Collateral Agents, leaseof its intention so to do, issuance clearly describing such change and providing such other information in connection therewith as such Collateral Agents or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; such Administrative Agent may reasonably request and (ivB) it shall have taken all action reasonably satisfactory to such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agents with certified Organizational Documents reflecting any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to of the changes described in the preceding sentence with respect sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the applicable Administrative Agent Agents and applicable Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrower setting forth Borrowers certifying that all UCC financing statements (i) the information required pursuant to Section I including fixture filings, as applicable), PPSA financing statements or financing change statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since each jurisdiction necessary to protect and perfect the date security interests and Liens under the Security Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 3 contracts

Sources: Credit Agreement (Linens N Things Inc), Credit Agreement (Linens N Things Inc), Senior Secured, Super Priority Debtor in Possession and Exit Option Credit Agreement (Linens N Things Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than ten Business Days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to furnish, to each of by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, may reasonably request and (B) in any office or facility (other than any location within it shall have taken all action reasonably satisfactory to the control Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent or for the Collateral Agent) at which material portions benefit of Collateral owned by it is located (including the establishment of any such new office or facility)Secured Parties in the Collateral, (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryif applicable. The Borrower agrees not Loan Parties hereby agree to effect or permit promptly provide the Administrative Agent with certified Organization Documents reflecting any change referred to of the changes described in the preceding sentence with respect to a Loan Party unless it has given notice sentence. Notwithstanding the foregoing or anything else to the Administrative Agent contrary contained herein or in any other Loan Document, the Parent, American Residential GP, LLC, the Operating Partnership and the Collateral Agent at least 5 Business Days before the change, so Borrower hereby agrees that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue it will at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each maintain its jurisdiction of organization as Delaware or one of the Administrative Agent and other States within the Collateral Agent if any material portion United State of the Collateral is damaged or destroyedAmerica. (b) In the case of the Borrower, Concurrently with each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.01(a) or (b), deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Borrower setting forth (i) Parent and the information required pursuant to Section I chief legal officer of the Perfection Certificate or confirming Parent certifying that there has been no change in such information since all actions required to be taken under the date Collateral Documents to protect and perfect the security interests and Liens under the Collateral Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificate. certificate (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10including without limitation, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa)filing of all UCC financing statements or other appropriate filings, provide written notice recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the imposition Collateral in each appropriate governmental, municipal or other office) have been taken (except as noted therein with respect to any continuation statements of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetlien filings to be filed within such period).

Appears in 3 contracts

Sources: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)

Information Regarding Collateral. (a) Furnish, and Parent will cause each Loan Party furnish to furnish, to each of the Administrative Agent, Agent promptly (and the Collateral Agent prompt in any event within 60 days thereof) written notice of any change in (i) the legal name of any change (A) in any Restricted Subsidiary’s corporate name Loan Party, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located organization of any Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (Ciii) in the location of the chief executive officer of any Restricted Subsidiary’s corporate structure Loan Party or (Div) in any Restricted Subsidiary’s the organizational identification number, if any, and the Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date Number of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any salesuch Loan Party, transferin each case, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary only with respect to any Person other than Loan Party organized under the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary laws of a jurisdiction that ceases requires such information to be an Excluded Subsidiaryset forth on the face of a UCC financing statement, of such Loan Party. The Borrower Parent agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)affected thereby. The Borrower Parent also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth If (i) any material assets are acquired by any Loan Party after the information required pursuant Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to Section I the Lien of the Perfection Certificate Collateral Documents upon the acquisition thereof) or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or dissolution during reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such preceding fiscal year Lien, all at the expense of any Subsidiary other than an Excluded Subsidiary and (iii) a copy Parent and, in the case of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of clause (i) any new power generating facility ), all to the extent required by the Borrower or any Subsidiary Guarantor or (ii) Collateral Documents. It is understood and agreed that, notwithstanding anything to the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception contrary set forth in Section 6.02(aa)this Agreement or in any Collateral Document, provide written notice the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the imposition ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetExcluded Account.

Appears in 3 contracts

Sources: Term Credit Agreement (Tailored Brands Inc), Tranche B 2 Term Loans (Tailored Brands Inc), Term Credit Agreement (Mens Wearhouse Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of any change (i) in such Loan Party's corporate name or in any change trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted Subsidiary’s corporate name as set forth Loan Party's chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s Loan Party's identity or corporate structure or structure, (Div) in any Restricted Subsidiary’s Loan Party's Federal Taxpayer Identification Number; Number or (iiv) in any formation or acquisition after the Funds Availability Date Loan Party's jurisdiction of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryorganization. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)Collateral. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 5.05(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) setting forth any changes in the information required pursuant to Section I Sections 1(a), 2 (with respect to any locations where any material portion of the collateral or the books and records with respect thereto are located), 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all UCC financing statements (including fixture filings, as applicable) or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correct, complete municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and current as perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 3 contracts

Sources: Credit Agreement (Seminis Inc), Credit Agreement (Seminis Inc), Credit Agreement (Seminis Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of the Corporate Chart that is truemain interest from Switzerland, correctnor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, complete (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and current (vii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 3 contracts

Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan No Borrower Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of shall effect any change (i) in any change Borrower Party legal name, (ii) in the location of any Borrower Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days’ prior written notice (in any Restricted Subsidiary’s corporate name as set forth in its the form of an certificate of incorporationa duly authorized officer of a Borrower Party ), certificate or such lesser notice period agreed to by the Lender, of formation or its intention so to do, clearly describing such change and providing such other relevant Constituent Documents, information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions any portion of Collateral owned by it with a value in excess of $250,000 is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the Borrower possession of employees, (c) Collateral which is out for repair or another Subsidiary Guarantor; processing and (ivd) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect Collateral sold, licensed or permit any change referred to otherwise disposed of in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each ordinary course of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedbusiness. (ba) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)8.03, Borrower shall deliver to the Administrative Agent Lender a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 3 contracts

Sources: Loan Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan No Borrower Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of shall effect any change (i) in any change Borrower Party legal name, (ii) in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in any Restricted Subsidiary’s corporate name as set forth in its the form of an certificate of incorporationa duly authorized officer of a Borrower Party ), certificate or such lesser notice period agreed to by the Lender, of formation or its intention so to do, clearly describing such change and providing such other relevant Constituent Documents, information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions any portion of Collateral owned by it with a value in excess of $[*****] is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the Borrower possession of employees, (c) Collateral which is out for repair or another Subsidiary Guarantor; processing and (ivd) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect Collateral sold, licensed or permit any change referred to otherwise disposed of in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each ordinary course of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedbusiness. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.108.04, the Borrower shall update deliver to the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facilityLender a Perfection Certificate Supplement. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 3 contracts

Sources: Loan Agreement (Raptor Pharmaceutical Corp), Loan Agreement (Raptor Pharmaceutical Corp), Loan Agreement (Raptor Pharmaceutical Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name, (Aii) in the location of any Loan Party’s chief executive office, (iii) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation identity or other relevant Constituent Documentsorganizational structure, (Biv) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Collateral Agent and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent not less than 10 days’ prior written notice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Required Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Required Lenders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under direction of the UCC or otherwise Required Lenders to maintain the perfection and taking all other actions, in each case that are required in order for priority of the security interest of the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to for the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each benefit of the Administrative Agent and Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent if with certified Organizational Documents reflecting any material portion of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral is damaged Agent of any change in the location of any office in which it maintains books or destroyedrecords relating to Collateral owned by it. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to required by Section 5.05(a5.01(b), Company shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth each Lender (i) a list of locations in which any Loan Party maintains Collateral having an aggregate book value in excess of $500,000 (other than locations temporarily occupied by a Loan Party for the information required pursuant to Section I purpose of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)acquiring seismic data, and excluding Collateral in-transit), and (ii) any liquidation a list of locations in which the Loan Parties are acquiring seismic data (or dissolution expect to acquire seismic data for more than 30 days during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aanext six months), provide written notice of in each case, reasonably identifying the imposition of any Liens, restrictions, regulations, Easements, exceptions assets maintained (or reservations of any Governmental Authority on any Mortgaged Property or Core Assetto be maintained) in each such location.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Global Geophysical Services Inc), Second Lien Credit Agreement (Global Geophysical Services Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) any change (A) in any Restricted Subsidiary’s corporate name its legal name, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control its jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located its organization (including the establishment as a result of any such new office merger, amalgamation or facilityconsolidation), (Ciii) the location of its chief executive office, (iv) the jurisdiction in which it maintains any Restricted Subsidiary’s corporate structure Collateral, or (Dv) in its organizational identification number, if any Restricted Subsidiary’s and the Federal Taxpayer Identification Number; Number of such Loan Party, in each case of this subclause (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any salev), transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary only with respect to any Person other than Loan Party organized under the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary laws of a jurisdiction that ceases requires such information to be an Excluded Subsidiaryset forth on the face of a UCC financing statement. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)affected thereby. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In If any material assets are acquired by any Loan Party after the case Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the BorrowerCollateral Documents upon the acquisition thereof), each yearParent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time of delivery expense of the annual financial statements Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Party, shall not be required to (A) grant mortgages, (B) obtain landlord lien waivers, estoppels, Collateral Access Agreements or bailee agreements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate any of a Financial Officer of the Borrower setting forth their retail operating store locations or (iC) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change enter into Deposit Account Control Agreements in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year respect of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateAccount. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Tailored Brands Inc), Credit Agreement (Mens Wearhouse Inc)

Information Regarding Collateral. Except upon thirty (a30) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt days prior written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and delivery to the Collateral Administrative Agent at least 5 Business Days before of all documents, certificates and information reasonably requested by the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a validmaintain the validity, legal perfection and perfected (subject to priority of the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each interests of the Administrative Agent in the Collateral, the Borrowers will not, and the Collateral Agent if will not permit any material portion of the Collateral is damaged Loan Party or destroyed. (b) In the case of the BorrowerNew UK Holdco to, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) change any Loan Party’s or New UK Holdco’s corporate name or in any trade name used to identify it in the information required pursuant to Section I conduct of its business or in the Perfection Certificate or confirming that there has been no change in such information since the date ownership of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))its properties, (ii) any liquidation or dissolution during such preceding fiscal year change the location of any Subsidiary other than an Excluded Subsidiary and Loan Party’s or New UK Holdco’s chief executive office (except for the change in ▇▇▇▇▇▇▇▇’▇ chief executive office as specified on Schedule 7.13), its principal place of business, any office in which it maintains books or records relating to the Collateral, which locations shall be listed on Schedule 7.13, (iii) locate any Loan Party’s or New UK Holdco’s equipment (other than such equipment which, together with all such other inventory or equipment, does not have a copy fair market value in excess of $500,000) at any location which is not listed on Schedule 7.13 (except to the extent such equipment is in transit from a location listed on Schedule 7.13 to another location listed on such Schedule), (iv) make any changes in any Loan Party’s or in New UK Holdco’s identity or organizational structure if any such changes could adversely affect the Administrative Agent’s Liens in the Collateral or the priority or perfection of such Liens in the Collateral, (v) make any changes in any Loan Party’s organizational number issued by the Secretary of State of the Corporate Chart State of such Loan Party’s organization or (vi) make any changes in the jurisdiction of organization of any Loan Party or New UK Holdco.” (s) Section 7.14 of the Credit Agreement is amended by adding the following sentence at the end of such Section: “The Borrowers will not, and will not permit any Subsidiary to, amend or otherwise modify the terms or provisions of the New UK Holdco Note in any manner or respect that is trueadverse to the Lenders; provided, correct, complete that (x) the parties may forgive the Indebtedness evidenced by the New UK Holdco Note or convert or swap the New UK Holdco Note for Equity Interests of New UK Holdco and current as (y) the parties may change the interest rate or the principal amount from time to time under the New UK Holdco Note.” (t) Section 8.1(i) of the date Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof of such certificate.the following: (c) Promptly following the acquisition of (i) either Borrower, any new power generating facility by the Borrower Subsidiary Loan Party or any Subsidiary Guarantor Foreign Loan Party shall become unable to pay, shall admit in writing its inability to pay, or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant shall fail generally to Section 5.10pay, the Borrower shall update the “Core Assets” schedule attached its debts as Schedule 1.01(a) to include such newly acquired power generating facility.they become due;” (du) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice 8.1(q) of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof the following:

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Crawford & Co)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify Lender of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Lender not less than 10 days’ prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to Lender to maintain the validity, enforceability, perfection and priority of the security interest of Lender in the Collateral, if applicable. Each Loan Party shall promptly provide Lender with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the Administrative Agent Lender a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Kemet Corp), Credit Agreement (Kemet Corp)

Information Regarding Collateral. (a) FurnishEach of Holdco and Borrower shall, and will shall cause each Loan Party to furnish, to each of the other Loan Parties to, furnish to the Administrative Agent, Agent and the Collateral Agent prompt written notice of any change (i) any change in such Loan Party’s legal name, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation chief executive office or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure or structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after the Funds Availability Date into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleother Loan Party to, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless (i) it has shall have given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the prior written notice of any such change and (ii) prior to or concurrently with such change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) First Priority security interest interests in all the Collateral (Collateral. Each of Holdco and Borrower shall, and shall cause each other than any Excluded Perfection Assets). The Borrower also agrees Loan Party to, promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at At the time of each delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 5.05(a5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower setting forth (i) updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the names or locations of any Loan Party or (C) any other information required pursuant reasonably requested by the Administrative Agent with respect to Section I of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of last such certificate (or, if no such certificate has previously been delivered, since the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(bClosing Date)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.)

Information Regarding Collateral. (a) Furnish, and The Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, Agent and the Collateral Agent Trustee prompt written notice of any change (i) in corporate name of the Parent, the Borrower or any change Subsidiary or in any trade name used to identify any such Person in the conduct of its business or in the ownership of its properties, (Aii) in the location of the chief executive office of the Parent, the Borrower or any Restricted Subsidiary’s corporate name as set forth in , its certificate principal place of incorporation, certificate of formation business or other relevant Constituent Documents, (B) in any office or facility asset constituting Collateral (other than the installation of any location within the control asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations (other than mortgages or similar instruments in respect of real property) containing a description of the Administrative Agent Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the Collateral Agent) at which material portions of Collateral owned by it is located (including extent necessary to perfect the establishment of any such new office or facilitysecurity interests under the Security Documents), (Ciii) in any Restricted Subsidiary’s the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Subsidiary, (Div) in any Restricted Subsidiary’s the Federal Taxpayer Identification Number; Number of the Parent, the Borrower or any Subsidiary, (iiv) any formation or acquisition after in the Funds Availability Date name and location of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than a Loan Party that has acquired possession of any material portion of the Borrower Collateral; (vi) in the bank accounts, securities accounts, or another similar accounts maintained by a Loan Party; or (vii) resulting from the creation or acquisition of any Subsidiary Guarantor; and (iv) by any Excluded Subsidiary that ceases to be an Excluded SubsidiaryLoan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC Uniform Commercial Code or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assetsexcept for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). The Borrower also agrees promptly to notify each Administrative Agent may, and at the request of any Lender the Administrative Agent shall, periodically request that the Borrower update the information provided above and the Collateral Agent if Borrower agrees to provide such update promptly after any material portion of the Collateral is damaged or destroyedsuch request. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp)

Information Regarding Collateral. (a) FurnishNot effect any change, and will cause each (i) in any Loan Party to furnishParty’s legal name, to each (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative AgentAgent of such change), and or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (ian Officers’ Certificate) any of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party shall promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asseta leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given the Administrative Agent not more than ten Business Days’ subsequent written notice (in the form of certificate signed by a Responsible Officer), or such longer notice period agreed to furnish, to each of by the Administrative Agent, of such change, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, may reasonably request and (B) in any office or facility (other than any location within it shall have taken all action reasonably satisfactory to the control Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent or for the Collateral Agent) at which material portions benefit of Collateral owned by it is located (including the establishment of any such new office or facility)Secured Parties in the Collateral, (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryif applicable. The Borrower agrees not Parent and the Borrowers hereby agree to effect or permit provide the Administrative Agent, promptly following its request, with certified Organization Documents reflecting any change referred to of the changes described in the preceding sentence with respect to a Loan Party unless it has given notice sentence. Notwithstanding the foregoing or anything else to the Administrative Agent contrary contained herein or in any other Loan Document, the Parent and the Collateral Agent at least 5 Business Days before the change, so each Borrower hereby agrees that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue it will at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each maintain its jurisdiction of organization as one of the Administrative Agent and States within the Collateral Agent if any material portion United States of the Collateral is damaged America or destroyedDistrict of Columbia. (b) In the case of the Borrower, Concurrently with each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Borrower setting forth (i) Parent and the information required pursuant to Section I chief legal officer of the Perfection Certificate or confirming Parent certifying that there has been no change in such information since all actions required to be taken under the date Collateral Documents to protect and perfect the security interests and Liens under the Collateral Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificate. certificate (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10including without limitation, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa)filing of all UCC financing statements or other appropriate filings, provide written notice recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the imposition Collateral in each appropriate governmental, municipal or other office) have been taken (except as noted therein with respect to any continuation statements of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.lien filings to be filed within such period). 140

Appears in 2 contracts

Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)

Information Regarding Collateral. (a) FurnishNot effect, and will cause with respect to any Grantor, any change (i) in such Grantor’s legal name, (ii) in the location of such Grantor’s chief executive office, (iii) in such Grantor’s identity or organizational structure, (iv) in such Grantor’s federal taxpayer identification number or organizational identification number, if any, or (v) in such Grantor’s jurisdiction of organization (in each Loan Party case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than thirty (30) days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to furnish, to each of by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, may reasonably request and (B) in any office or facility (other than any location within it shall have taken all action reasonably satisfactory to the control Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent or for the Collateral Agent) at which material portions benefit of Collateral owned by it is located (including the establishment of any such new office or facility)Secured Parties in the Collateral, (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryif applicable. The Borrower agrees not to effect or permit promptly provide the Administrative Agent with certified Organization Documents reflecting any change referred to of the changes described in the preceding sentence with respect sentence. Notwithstanding the foregoing or anything else to a the contrary contained herein or in any other Loan Document, each Loan Party unless hereby agrees that it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue will at all times following such change to have a validmaintain its jurisdiction of organization as Delaware (or, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery Maryland) or one of the annual financial statements with other States within the United States of America. (b) With respect to the preceding fiscal year pursuant to Section 5.05(a)Borrowing Base Assets or Fee-Related Earnings, deliver to the Secured Guarantors shall take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent a certificate of a Financial Officer of Agent, to perfect, protect and more fully evidence the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility ownership by the Borrower or any Subsidiary Guarantor or (ii) the acquisition Secured Guarantors of any Subsidiary that owns a power generating facility each Qualifying Loan Party, each Borrowing Base Covenant Subsidiary, each Borrowing Base Asset and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facilityeach Borrowing Base Account. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the Loan Parties from maintaining Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Collateral Agent and the Funding Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as the Collateral Agent at least 5 Business Days before or the change, so that a reasonable period has been provided for making Funding Agent may reasonably request and (B) it shall have taken all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for action reasonably satisfactory to the Collateral Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected (subject to priority of the limitations set forth in Section 3.19) security interest in all of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to be located at any location not listed on Schedule 3.24 (other than Inventory in transit), as updated from time to time in any Excluded Perfection Assets)Certificate Supplement or Borrowing Base Certificate. The Borrower also agrees promptly to notify each For the purposes of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerRegulation, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation or dissolution during such preceding fiscal year Irish Guarantor change its centre of main interest from Ireland, nor shall any Subsidiary Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any other than an Excluded Subsidiary and jurisdiction, (iii) a copy nor shall nor shall any Swiss Loan Party change its centre of the Corporate Chart that is truemain interest from Switzerland, correctnor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, complete and current as (iv) nor shall German Seller change its centre of the date of such certificatemain interest from Germany. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)

Information Regarding Collateral. (ai) Furnish, and Holdings will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, name; (B) in any office or facility (other than any the location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), Loan Party’s chief executive office; (C) in any Restricted SubsidiaryLoan Party’s corporate structure or structure; (D) in any Restricted SubsidiaryLoan Party’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number; Number or state organizational identification number. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower Holdings agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party subclause (i) unless (A) it has shall have given notice to the Collateral Agent and the Administrative Agent prompt (and in any event within ten (10) days (or such later date as the Administrative Agent may agree) notice following any such change, clearly describing such change and providing such other information in connection therewith as the Collateral Agent at least 5 Business Days before or the changeAdministrative Agent may reasonably request; (B) it shall have taken all action reasonably satisfactory to the Collateral Agent and the Australian Security Trustee to maintain the perfection and priority of the security interest of the Collateral Agent and the Australian Security Trustee for the benefit of the Secured Parties in the Collateral, so that a reasonable period has been provided for making all if applicable (including, without limitation, filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent and the Australian Security Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral as contemplated in the Security Documents); (iii) Each Loan Party agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which Revolving Loan Priority Collateral in excess of $1,000,000 is located (including the establishment of any such new office or facility), other than any Excluded Perfection Assets). The Borrower changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (iii) with respect to (A) mobile goods; (B) Inventory or Equipment in transit or being handled by freight forwarders; (C) property at other locations in connection with the repair or refurbishment thereof; and (D) collateral in the possession of employees in the ordinary course of business; (iv) Holdings also agrees promptly after it becomes aware to notify each of the Administrative Agent and the Collateral Agent (A) if any material portion of the Revolving Loan Priority Collateral is damaged or destroyed. destroyed or otherwise materially adversely affected; (bB) In the case incurrence of any material Lien (other than Permitted Collateral Liens) on, or material claim asserted against any of the Borrower, each year, at Collateral; (C) the time occurrence of delivery a Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.Collateral;

Appears in 2 contracts

Sources: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)

Information Regarding Collateral. (a) FurnishEach of Holdco and Borrower shall, and will shall cause each Loan Party to furnish, to each of the other Loan Parties to, furnish to the Administrative Agent, Agent and the Collateral Agent prompt written notice of any change (i) any change in such Loan Party’s legal name, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation chief executive office or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure or structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after the Funds Availability Date into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleother Loan Party to, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless (i) it has shall have given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the prior written notice of any such change and (ii) prior to or concurrently with such change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) Second Priority security interest interests in all the Collateral (Collateral. Each of Holdco and Borrower shall, and shall cause each other than any Excluded Perfection Assets). The Borrower also agrees Loan Party to, promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at At the time of each delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 5.05(a5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower setting forth (i) updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the names or locations of any Loan Party or (C) any other information required pursuant reasonably requested by the Administrative Agent with respect to Section I of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of last such certificate (or, if no such certificate has previously been delivered, since the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(bClosing Date)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)

Information Regarding Collateral. (a) FurnishEach of the Parent Guarantor and the Borrower will, and will cause each Loan Party to furnish, to each of the other Loan Parties to, furnish to the Administrative Agent, Agent and the Collateral Agent prompt written notice of any change (i) any change in such Loan Party’s legal name, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation chief executive office or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure or structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number or (iiv) in any formation or acquisition after Loan Party’s jurisdiction of organization. Each of the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than Parent Guarantor and the Borrower or another Subsidiary Guarantor; will not, and (iv) will not permit any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to other Loan Party to, effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless (i) it has shall have given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making written notice not later than 10 days after any such change and (ii) all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest interests in all the Collateral (Collateral. Each of the Parent Guarantor and the Borrower will, and will cause each other than any Excluded Perfection Assets). The Borrower also agrees Loan Party to, promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 5.05(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower setting forth (A) updating, to the extent necessary, to reflect (i) the list of owned and leased Real Property, (ii) any changes to the names or locations of any Loan Party or (iii) any other information required pursuant reasonably requested by the Administrative Agent with respect to Section I of the Perfection Certificate Collateral or (B) confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of latest supplement to the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificatePerfection Certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)

Information Regarding Collateral. (a) FurnishNot effect, and will cause with respect to any Grantor, any change (i) in such Grantor’s legal name, (ii) in the location of such Grantor’s chief executive office, (iii) in such Grantor’s identity or organizational structure, (iv) in such Grantor’s federal taxpayer identification number or organizational identification number, if any, or (v) in such Grantor’s jurisdiction of organization (in each Loan Party case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than thirty (30) days’ prior written notice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to furnish, to each of by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, may reasonably request and (B) in any office or facility (other than any location within it shall have taken all action reasonably satisfactory to the control Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent or for the Collateral Agent) at which material portions benefit of Collateral owned by it is located (including the establishment of any such new office or facility)Secured Parties in the Collateral, (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryif applicable. The Each Borrower agrees not to effect or permit promptly provide the Administrative Agent with certified Organization Documents reflecting any change referred to of the changes described in the preceding sentence with respect sentence. Notwithstanding the foregoing or anything else to a the contrary contained herein or in any other Loan Document, each Loan Party unless hereby agrees that it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue will at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each maintain its jurisdiction of organization as Delaware or one of the Administrative Agent and other States within the Collateral Agent if any material portion United States of the Collateral is damaged or destroyedAmerica. (b) In With respect to the Eligible Assets and the Pledge Additional Collateral Assets, the Loan Parties shall take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent, to perfect (in the case of Eligible Loan Assets and Pledged Additional Collateral Assets), protect and more fully evidence the Borrower, each year, at ownership by the time of delivery Loan Parties of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary Eligible Assets and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificatePledged Additional Collateral Assets. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change, and will cause each (i) in any Loan Party to furnishParty’s legal name, to each (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative AgentAgent of such change), and or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (ian Officers’ Certificate) any of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party shall promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of the Administrative Agent, and any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 20 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party Furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) any change Obligor’s legal name; (Aii) the location of any Obligor’s chief executive office, its principal place of business, any office in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility, but excluding in-transit Collateral, Collateral out for repair, and Collateral temporarily stored at a customer’s location in connection with the providing of services to such customer), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance Obligor’s organizational structure or other disposition (by way jurisdiction of merger, consolidation, operation of law incorporation or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower formation; or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to be an Excluded Subsidiaryit by its state of organization. The Borrower agrees Obligors shall not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Obligors have undertaken all such action, if any, reasonably requested by Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are is required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) first priority security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly subject to notify each Permitted Liens) for its own benefit and the benefit of the Administrative Agent and other Secured Parties. Notwithstanding the Collateral Agent if any material portion foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the Collateral is damaged or destroyedchange in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (b) In From time to time as may be reasonably requested by Agent, the Borrower Agent shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Closing Date that is required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the Borrowerchanges made therein). Notwithstanding the foregoing, each year, at no supplement or revision to any Schedule or representation shall be deemed the time of Secured Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Obligors to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate such updated Schedules or such revision of a Financial Officer of representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year Secured Parties’ waiver of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of Default resulting from the Corporate Chart that is true, correct, complete and current as of the date of such certificatematters disclosed therein. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.), Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation Collateral Agent or other relevant Constituent Documents, Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the Administrative Agent Agents and the Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Borrower setting forth Borrowers certifying that all UCC and PPSA financing statements (iincluding fixture filings, as applicable) the information required pursuant to Section I or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since each jurisdiction necessary to protect and perfect the date security interests and Liens under the Security Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (SGS International, Inc.), Credit Agreement (Southern Graphic Systems, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Term Loan Priority Collateral owned by it is located (including the establishment of any such new office or facility)) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Collateral Agent and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent not less than ten (10) 110 Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent at least 5 Business Days before or the change, so that a reasonable period has been provided for making Administrative Agent may reasonably request and (B) it shall have taken all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for action reasonably satisfactory to the Collateral Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected (subject to priority of the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral is damaged or destroyed. (b) In the case Agent with certified Organizational Documents reflecting any of the Borrower, each year, at changes described in the time of delivery preceding sentence. For the purposes of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)Regulation, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation or dissolution during such preceding fiscal year Irish Guarantor change its centre of main interest from Ireland, nor shall any Subsidiary Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any other than an Excluded Subsidiary and jurisdiction, (iii) a copy nor shall nor shall any Swiss Guarantor change its centre of the Corporate Chart that is truemain interest from Switzerland, correctnor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, complete and current as (iv) nor shall German Seller change its centre of the date of such certificatemain interest from Germany. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause each (ii) in the location of any Loan Party to furnishParty’s chief executive office, to each of (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative AgentAgent of such change), and or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (ian Officers’ Certificate) any of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party shall promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.), First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, and will cause (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to furnish, to each of which the Administrative Agent, and property is re-located until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days' prior written notice (in the form of (i) any an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to SECTION 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of U.S. Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 2 contracts

Sources: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificate. certificate (c) Promptly following the acquisition of (i) except as noted therein with respect to any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant continuation statements to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include be filed within such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aaperiod), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset...

Appears in 1 contract

Sources: Credit Agreement (SFBC International Inc)

Information Regarding Collateral. (ai) Furnish, and will cause each Loan Party to furnish, to each Each of the Administrative AgentBorrower and the Guarantor shall, and the Collateral Guarantor shall cause its Restricted Subsidiaries to, furnish to the Administrative Agent prompt written notice of (i) any change (Aa) in the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiary’s Subsidiaries' corporate name as set forth or in any trade name used to identify any of them in the conduct of its certificate business or in the ownership of incorporation, certificate of formation or other relevant Constituent Documentsits properties, (Bb) in the location of the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiaries' chief executive office, their principal place of business, any office in which they maintain books or records relating to Collateral owned by them or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it any of them is located (including the establishment of any such new office or facility), (Cc) in the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiary’s Subsidiaries' identity or corporate structure or (Dd) in the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiary’s Subsidiaries' Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded SubsidiaryNumbers. The Borrower agrees Borrower, the Guarantor, and each of the Guarantor's Restricted Subsidiaries agree not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC Uniform Commercial Code or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)Collateral. The Borrower Borrower, the Guarantor, and each of the Guarantor's Restricted Subsidiaries also agrees agree promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (bii) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), each of the Borrower and the Guarantor shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Amendment Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate5.01. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (McMoran Exploration Co /De/)

Information Regarding Collateral. (a) Furnish, The Company shall not and will cause each Loan Party shall not permit any of its Subsidiaries to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of effect any change (i) in any change Issuer’s legal name, (ii) in the location of any Issuer’s chief executive office, (iii) in any Issuer’s identity or organizational structure, (iv) in any Issuer’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Issuer’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Agent and the Series A Noteholders not less than 30 days’ prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers’ Certificate), or such lesser notice period agreed to by the Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation the Agent or other relevant Constituent Documents, the Required Series A Noteholders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Issuer agrees to promptly provide the Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Issuer also agrees to promptly notify the Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.01(c), deliver to the Administrative Series A Noteholders and the Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Purchase Agreement (Terremark Worldwide Inc)

Information Regarding Collateral. (a) Furnish, The Issuer and will cause each Loan Party to furnish, to each of the Administrative Agent, and Guarantor shall give the Collateral Agent prompt and the Trustee written notice promptly (and in any event within ten Business Days) of any change (i) in the legal name of any change Issuer or Guarantor, (Aii) in the location of the chief executive office of any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation Issuer or other relevant Constituent DocumentsGuarantor, (Biii) in identity or organizational structure of any Issuer or Guarantor, (iv) in Federal Taxpayer Identification Number or organizational identification number, if any, of any Issuer or Guarantor or (v) in the jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) of any Issuer or Guarantor. Each Issuer and each Guarantor also agrees to promptly notify the Collateral Agent of any new location in which it maintains books or records relating to Collateral with a fair market value, individually or in the aggregate, in excess of $2 million owned by it or any new office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions Collateral with a fair market value, individually or in the aggregate, in excess of Collateral owned by it $2 million is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to located. If any Person other than the Borrower asserts any Lien, encumbrance or another Subsidiary Guarantor; and (iv) adverse claim against any Excluded Subsidiary investment property that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all forms part of the Collateral (other than any Excluded Perfection Assetspursuant to the Security Agreements or clauses (1) or (5) of the definition of Permitted Liens), the Company will promptly notify the Collateral Agent. The Borrower also agrees promptly Company will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Equity Interests with a fair market value in excess of $1.0 million that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or securities accounts with a fair market value in excess of $1.0 million that are Collateral. In each case referred to notify in this Section 4.26, each Issuer and each Guarantor shall make such filings and take such action as shall be necessary to perfect and continue the perfection of the Administrative security interest in the Collateral in favor of the Collateral Agent on behalf of the Holders of the Notes and the Collateral Agent if any material portion of and the Collateral is damaged or destroyedTrustee shall have no obligation to do so. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Indenture (Johnstone Tank Trucking Ltd.)

Information Regarding Collateral. (a) Furnish, and The Lead Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent Agents prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Agents with at least ten (10) days prior written notice of the date that any such event shall occur): (i) in any change Borrower's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Borrower's chief executive office or its principal place of business, (iii) in any Restricted Subsidiary’s Borrower's identity or corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsstructure, (Biv) in the Canadian Borrower's or any of its Subsidiaries' jurisdictions of operation including an change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (other than including the establishment of any such new office or facility) or location within from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the control delivery of the Administrative Agent financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Agents' Lien would not be perfected therein without additional filings or registrations, or (v) in any Borrower's jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Borrower's Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Agents prompt written notice of any such change not later than ten (10) days from the date such Borrower has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Agents if any material portion of the Collateral Agent) is damaged or destroyed. In addition, the Lead Borrower will furnish to the Agents written notice at the end of each fiscal quarter of any change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a)(i), the Lead Borrower shall deliver to the Administrative Agent Agents a certificate of a Financial Officer of the Lead Borrower setting forth (i) the information required pursuant to Section I 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate Perfection Certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSection. (c) Promptly following Should any of the acquisition information on any of (i) the Schedules hereto become misleading in any new power generating facility by material respect as a result of changes after the Closing Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same; provided however that no update to any Subsidiary Guarantor such Schedule shall result in the modification or (ii) the acquisition expansion of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception permissible transactions set forth in Section 6.02(aa), provide written notice Article 6 hereof from those in existence immediately prior to the delivery of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetsuch updated schedules.

Appears in 1 contract

Sources: Credit Agreement (Circuit City Stores Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or records relating to Revolving Credit Priority Collateral or any other relevant Constituent Documents, (B) in material Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 2, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 2 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iiiOfficer’s Certificate) any saleof its intention to do so, transferor such lesser notice period agreed to by the Administrative Agent, lease, issuance clearly describing such change and providing such other information in connection therewith as the Collateral Agent or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Administrative Agent may reasonably request and (ivB) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to continue promptly provide the Administrative Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at all times following such change any location not listed on Schedule 3.24 to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral Amendment No. 2 (other than Inventory in transit), as updated from time to time in any Excluded Perfection Assets)Certificate Supplement or Borrowing Base Certificate. The Borrower also agrees promptly to notify each For the purposes of the Administrative Agent Regulation and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerEuropean Insolvency Regulation, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any liquidation or dissolution during such preceding fiscal year of any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv) nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete and current (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction, and (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and will cause each Loan Party to furnish, to each of the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or records relating to Revolving Credit Priority Collateral or any other relevant Constituent Documents, (B) in material Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 2, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 2 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iiiOfficer’s Certificate) any saleof its intention to do so, transferor such lesser notice period agreed to by the Administrative Agent, lease, issuance clearly describing such change and providing such other information in connection therewith as the Collateral Agent or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Administrative Agent may reasonably request and (ivB) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to continue promptly provide the Administrative Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at all times following such change any location not listed on Schedule 3.24 to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral Amendment No. 2 (other than Inventory in transit), as updated from time to time in any Excluded Perfection Assets)Certificate Supplement or Borrowing Base Certificate. The Borrower also agrees promptly to notify each For the purposes of the Administrative Agent Regulation and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerEuropean Insolvency Regulation, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any liquidation or dissolution during such preceding fiscal year of any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Loan 1160299.01-CHISR1160299.03H-CHISR02A - MSW Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv) nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete and current (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction, and (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) FurnishThe Borrower and each Parent Company shall, and will shall cause each Loan Party to furnishto, to not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or legal domicile, (iii) in any Loan Party’s identity or organiza tional structure, (iv) in any Loan Party’s organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each of the Administrative Agentcase, and including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 10 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent, of (i) any its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably requested by the Collateral Agent to maintain (to the extent provided in the applicable Security Document) the perfec- tion and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions Collateral in excess of Collateral owned by it $1.0 million in value is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower changes in location to a Mortgaged Property or another Subsidiary Guarantor; and a leased property subject to a Landlord Access Agreement. (ivb) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a and each Parent Company shall, and shall cause each Loan Party unless it has given notice to, deliver to the Administrative Agent and the Collateral Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent necessary to continue at all times following such change obtain or maintain (to have the extent provided in the applicable Security Document) a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority First Priority Lien on any Mortgaged Property or Core AssetCollateral acquired after the Closing Date.

Appears in 1 contract

Sources: First Lien Term Credit Agreement (Foamex International Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent, the Collateral Trustee and will cause each Loan Party to furnish, to each of the Administrative Agent, Agent and the Collateral Agent prompt Trustee not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent or the Collateral Trustee (i) any as applicable), of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporationthe Collateral Agent, certificate of formation or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral AgentTrustee (as applicable) at may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent or the Collateral Trustee (as applicable) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties or the Collateral Trustee in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent and the Collateral Trustee, if applicable, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent and the Collateral Trustee (if applicable) of any change in the location of any office in which material portions of it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral having a value in excess of $250,000 is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrowers certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Information Regarding Collateral. (a) FurnishSubject to Section 10.17, and will cause not effect any change (i) in any Loan Party's legal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each Loan Party to furnishcase, to each including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of the Administrative Agent, and any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 20 days' prior written notice (in the form of (i) any an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility). (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Ivanhoe Energy Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, and will cause (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days' prior written notice (in the form of (i) any an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility). (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Quest Resource Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy 185 nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and current (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) [intentionally omitted]nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and current (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, and will cause (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days' prior written notice (in the form of (i) any an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location of such Collateral to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Ionics Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, and will cause (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each Loan Party to furnishcase, to including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), in each case if doing so would result in the failure of the Administrative Agent, and the Collateral Agent prompt written notice to maintain the perfection and priority of (i) any change the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility). (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (International Coal Group, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt (and in any event within 30 days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) any change (A) in any Restricted Subsidiary’s corporate name its legal name, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control its jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located its organization (including the establishment as a result of any such new office merger or facilityconsolidation), (Ciii) in any Restricted Subsidiary’s corporate structure the location of its chief executive office or (Div) in any Restricted Subsidiary’s its organizational identification number, if any, and its Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that are required in order for the Collateral Agent requires such information to continue at all times following such change to have a valid, legal and perfected (subject to the limitations be set forth in Section 3.19) security interest in all on the Collateral (other than any Excluded Perfection Assets)face of a UCC financing statement of such Loan Party. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth If (i) any Mortgaged Property is acquired by any Loan Party after the information required pursuant to Section I of the Perfection Certificate Fourth Restatement Effective Date or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation material assets are acquired by any Loan Party after the Fourth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), the Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or dissolution during reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, to grant and perfect such preceding fiscal year Lien, all at the expense of the Loan Parties and, in the case of clause (ii), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels or Collateral Access Agreements, (C) enter into Deposit Account Control Agreements in respect of any Subsidiary Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a jurisdiction other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateUnited States. (c) Promptly following If, despite the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception restrictions set forth in Section 6.02(aa)6.02, provide written notice the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetLoan Parties.

Appears in 1 contract

Sources: Credit Agreement (Ascena Retail Group, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of the Administrative Agent, and any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 20 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or of any change in the location, other than in the ordinary course of its business, of any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the applicable Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability First Restatement Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSubsidiary. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) FurnishNo later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent prompt Trustee written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in except during any Collateral Release Period, any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) except during any Collateral Release Period, in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower Parent B▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (b) In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateGuarantor. (c) Promptly following after the acquisition occurrence of (i) any new power generating facility by a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10Administrative Agent, the Borrower shall update Collateral Agent and the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetapplicable Collateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (ai) Furnish, and Holdings will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, name; (B) in any office or facility (other than any the location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), Loan Party’s chief executive office; (C) in any Restricted SubsidiaryLoan Party’s identity or corporate structure or structure; (D) in any Restricted SubsidiaryLoan Party’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number; Number or state organizational identification number. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower Holdings agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party subclause (ii) unless (A) it has shall have given notice to the Collateral Agent and the Administrative Agent prompt (and in any event within ten (10) days (or such later date as the Administrative Agent may agree) notice following any such change, clearly describing such change and providing such other information in connection therewith as the Collateral Agent at least 5 Business Days before or the changeAdministrative Agent may reasonably request; (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, so that a reasonable period has been provided for making all if applicable (including, without limitation, filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral as contemplated in the Security Documents); (iii) Each Loan Party agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which Revolving Loan Priority Collateral in excess of $1,000,000 is located (including the establishment of any such new office or facility), other than any Excluded Perfection Assets). The Borrower changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (iii) with respect to (A) mobile goods; (B) Inventory or Equipment in transit or being handled by freight forwarders; (C) property at other locations in connection with the repair or refurbishment thereof; and (D) collateral in the possession of employees in the ordinary course of business; (iv) Holdings also agrees promptly after it becomes aware to notify each of the Administrative Agent and the Collateral Agent (A) if any material portion of the Revolving Loan Priority Collateral is damaged or destroyed. destroyed or otherwise materially adversely affected; (bB) In the case incurrence of any material Lien (other than Permitted Collateral Liens) on, or material claim asserted against any of the Borrower, each year, at Collateral; (C) the time occurrence of delivery a Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.Collateral;

Appears in 1 contract

Sources: Revolving Syndicated Facility Agreement (Tronox LTD)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted Subsidiary’s corporate name as set forth Loan Party's chief executive office, its principal place of business, any office in its certificate which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of incorporation, certificate of formation the Quebec Civil Code) or other relevant Constituent Documents, (B) in any office or facility (other than any location within the control of the Administrative Agent or the Collateral AgentStore) at which material portions of Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s corporate structure Loan Party's identity or organizational structure, (Div) in any Restricted Subsidiary’s Loan Party's Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party's jurisdiction of organization (in each case, including by merging or acquisition after amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date applicable Collateral Agents and the applicable Administrative Agent not less than 30 days' prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleOfficers' Certificate), transferor such lesser notice period agreed to by such Collateral Agents, leaseof its intention so to do, issuance clearly describing such change and providing such other information in connection therewith as such Collateral Agents or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; such Administrative Agent may reasonably request and (ivB) it shall have taken all action reasonably satisfactory to such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agents with certified Organizational Documents reflecting any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to of the changes described in the preceding sentence with respect sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the applicable Administrative Agent Agents and applicable Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrower setting forth Borrowers certifying that all UCC financing statements (i) the information required pursuant to Section I including fixture filings, as applicable), PPSA financing statements or financing change statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since each jurisdiction necessary to protect and perfect the date security interests and Liens under the Security Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (LNT Leasing II, LLC)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, Parent and the Borrower or another shall, and shall cause each Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in to, comply with the preceding sentence requirements of this Section 5.12 with respect to a Loan Party unless it has given notice the Obligations hereunder only to the same extent that Parent, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.12 with respect to the First Lien Obligations in the First Lien Credit Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth certifying that all UCC financing statements (iincluding fixture filings, as applicable) the information required pursuant to Section I or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since each jurisdiction necessary to protect and perfect the date security interests and Liens under the Security Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Ply Gem Holdings Inc)

Information Regarding Collateral. (a) FurnishNo later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent prompt Trustee written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in except during any Collateral Release Period, any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) except during any Collateral Release Period, in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Parent Borrower also agrees ▇▇▇▇ ▇▇rees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (ba) In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary Guarantor. 123 US-DOCS\159452469.6 (b) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and (iii) a copy cause each Loan Party to furnish to each of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10Administrative Agent, the Borrower shall update Collateral Agent and the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetapplicable Collateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Issuer’s legal name, (ii) in the location of any Issuer’s chief executive office, (iii) in any Issuer’s identity or organizational structure, (iv) in any Issuer’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Issuer’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Agent and the Noteholders not less than 30 days’ prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers’ Certificate), or such lesser notice period agreed to by the Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation the Agent or other relevant Constituent Documents, the Required Holders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Issuer agrees to promptly provide the Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Issuer also agrees to promptly notify the Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.01(a), deliver to the Administrative Noteholders and the Agent a Perfection Certificate Supplement and a certificate of a Financial Officer of the Borrower setting forth Company certifying that all UCC financing statements (iincluding fixture filings, as applicable) the information required pursuant to Section I or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since each jurisdiction necessary to protect and perfect the date security interests and Liens under the Security Documents for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Purchase Agreement (Digital Domain)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Borrower’s legal name, and will cause (ii) in the location of any Borrower’s chief executive office, (iii) in any Borrower’s identity or organizational structure, (iv) in any Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower’s jurisdiction of organization (in each Loan Party case, including by merging with or into any other entity other than another Borrower, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 30 days prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to furnish, to each of by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower agrees to promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower also agrees to notify the Administrative Agent, not less than 15 days prior thereto, of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility)) other than (i) any location that is listed in the relevant Schedules to the Perfection Certificate, (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation location relating to Inventory in transit or acquisition after at sidings in railcars in the Funds Availability Date ordinary course of any Subsidiary that is not an Unrestricted Subsidiary; Borrowers’ business, and (iii) any sale, transfer, lease, issuance or location relating to short term swaps of Inventory with other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to ethanol suppliers in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each ordinary course of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedVeraSun Marketing’s business. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower Representative certifying that all UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Verasun Energy Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on the Perfection Certificates delivered on the Closing Date, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not 1304976.12A-NYCSR02A - MSW less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete and current (vi) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and The Lead Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Administrative Agent with at least ten (10) days prior written notice of the date that any such event shall occur): (i) in any change Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Loan Party’s chief executive office or its principal place of business, (iii) in any Restricted SubsidiaryLoan Party’s identity or corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsstructure, (Biv) in the Canadian Borrower’s or any of its Subsidiaries’ jurisdictions of operation including an change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (other than including the establishment of any such new office or facility) or location within from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the control delivery of the financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Collateral Agent’s Lien would not be perfected therein without additional filings or registrations, or (v) in any Loan Party’s jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Administrative Agent or prompt written notice of any such change not later than ten (10) days from the date such Loan Party has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral Agent) is damaged or destroyed. In addition, the Lead Borrower will furnish to the Administrative Agent written notice at the end of each fiscal quarter of any change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a)(i), the Lead Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Lead Borrower setting forth (i) the information required pursuant to Section I 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Second Restatement Effective Date (or the date of the most recent certificate Perfection Certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSection. (c) Promptly following Should any of the acquisition information on any of (i) the Schedules hereto become misleading in any new power generating facility by material respect as a result of changes after the Second Restatement Effective Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same; provided however that no update to any Subsidiary Guarantor such Schedule shall result in the modification or (ii) the acquisition expansion of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception permissible transactions set forth in Section 6.02(aa), provide written notice Article 6 hereof from those in existence immediately prior to the delivery of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetsuch updated schedules.

Appears in 1 contract

Sources: Credit Agreement (Circuit City Stores Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in except during any Collateral Release Period, any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) except during any Collateral Release Period, in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) during a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateCollateral Release Period. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) FurnishWith respect to any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (ii) in any Loan Party’s identity or organizational structure, (iii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any or (iv) in any Loan Party’s jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party to furnish, to each of the Administrative Agent, and shall not effect such change until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) with respect to such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)a Landlord Access Agreement. The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. Not effect any change (ai) Furnishin any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Administrative Agent Discharge of First Lien Obligations, Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in requirements of this Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements 5.13 with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver Obligations hereunder only to the Administrative Agent a certificate of a Financial Officer of the same extent that Holdings, Borrower setting forth (i) the information and such Subsidiaries are required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant comply with provisions analogous to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of 5.13 with respect to the Corporate Chart that is true, correct, complete and current as of First Lien Obligations in the date of such certificateFirst Lien Credit Agreement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Thompson Creek Metals CO Inc.)

Information Regarding Collateral. (ai) Furnish, and will cause each Loan Party Furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt promptly (and in any event within fifteen (15) Business Days thereof (or such greater time as the Collateral Agent may agree)) written notice of (i) any change in (A) in the legal name of the Company or any Restricted Subsidiary’s corporate name Guarantor, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Organizational Documents, (B) in any office the jurisdiction of organization or facility (other than any location within the control form of organization of the Administrative Agent Company or the Collateral Agent) at which material portions of Collateral owned by it is located any Guarantor (including the establishment as a result of any such new office merger or facilityconsolidation), (C) in the location of the chief executive office of the Company or any Restricted Subsidiary’s corporate structure Guarantor or (D) in any Restricted Subsidiary’s the organizational identification number, if any, and the Federal Taxpayer Identification Number; (ii) any formation Number of the Company or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any salesuch Guarantor, transferin each case, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary only with respect to any Person other than Guarantor organized under the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary laws of a jurisdiction that ceases requires such information to be an Excluded Subsidiaryset forth on the face of a UCC financing statement, of such Guarantor. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral affected thereby. (ii) If (A) any material assets are acquired by the Company or any Guarantor after the Closing Date (other than any (x) assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof or (y) Excluded Perfection Assets). The Borrower also agrees , (B) any Guarantor has executed a Guarantor Joinder Agreement as required by Section 5.01(g) or (C) any Mortgaged Property is acquired by the Company or any Guarantor after the Closing Date, the Company will promptly to notify each of the Administrative Agent and the Collateral Agent if thereof and will cause such assets (including the assets of such new Guarantor) to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by any material portion Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Company and, in the case of clauses (A) and (B), all to the extent required by the Collateral is damaged or destroyedDocuments. (biii) In Following the first date after a Lien Release Event on which a Ratings Trigger Event has occurred, the Company will promptly, and in any event within 30 days (or, in the case of any Mortgaged Property, 90 days) or such longer period as the BorrowerAgents may reasonably agree, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) execute and deliver, and cause each Guarantor to execute and deliver, to the information required pursuant Agents security documents, in form and substance substantially similar to Section I of the Perfection Certificate or confirming that there has been no change Collateral Documents in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of effect immediately prior to the most recent certificate delivered Lien Release Event, to the extent applicable, pursuant to this Section 5.07(b))which the Company and each Guarantor shall grant to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a security interest in all property (and types of property) of such Person that constituted Collateral under the Collateral Documents as in effect immediately prior to such Lien Release Event and (ii) take, and cause the relevant Restricted Subsidiaries to take, such actions shall be necessary or reasonably requested by any liquidation Agent to grant and perfect such Liens, including actions taken in connection with the Liens granted on the Closing Date or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy actions of the Corporate Chart that is truetype described in Sections 5.01(g), correct5.01(i) and 5.01(h), complete and current as all at the expense of the date of such certificateCompany. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (CSRA Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Third Restatement Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSubsidiary. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 15 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (On Assignment Inc)

Information Regarding Collateral. (a) Furnish, and The Company will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of any change in (i) the legal name of any change (A) in any Restricted Subsidiary’s corporate name Loan Party, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located organization of any Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (Ciii) in the location of the chief executive office of any Restricted Subsidiary’s corporate structure Loan Party or (Div) in the organizational identification number, if any, or, with respect to any Restricted Subsidiary’s Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date Number of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiarysuch Loan Party. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)affected thereby. The Borrower Company also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth If (i) any Mortgaged Property is acquired by any Loan Party after the information required pursuant to Section I of the Perfection Certificate Effective Date or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of material assets are acquired by any Subsidiary Loan Party after the Effective Date (other than an Excluded Subsidiary and (iii) a copy assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Corporate Chart that is trueCollateral Documents upon the acquisition thereof), correctthe Company will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, complete and current as all at the expense of the date of such certificate. (c) Promptly following Company. It is understood and agreed that, notwithstanding anything to the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception contrary set forth in Section 6.02(aa)this Agreement or in any Collateral Document, provide written notice the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers or collateral access agreements with respect to any of the imposition their retail operating store locations or (C) enter into Control Agreements in respect of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.Excluded Deposit Account

Appears in 1 contract

Sources: Term Credit Agreement (Ascena Retail Group, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, Holdings and the Collateral U.S. Borrower will furnish to the U.S. Administrative Agent prompt written notice of any change (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth or in any trade name used to identify it in the conduct of its certificate business or in the ownership of incorporation, certificate of formation or other relevant Constituent Documentsits properties, (Bii) in such Loan Party’s jurisdiction of organization or in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s identity or corporate structure or (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation Number or acquisition after organizational identification number provided by the Funds Availability Date applicable Governmental Authority in such Loan Party’s jurisdiction of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after organization. Holdings and the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC Uniform Commercial Code or otherwise and taking all other actions, in each case that are required in order for the U.S. Collateral Agent or the Canadian Collateral Agent, as applicable, to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral for the benefit of the Secured Parties have been (or, within the period required by the Uniform Commercial Code or other than any Excluded Perfection Assets)applicable law, are subsequently) made. The Borrower Holdings and the Borrowers also agrees agree promptly to notify each of the U.S. Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (a) of Section 5.05(a5.01 (commencing with the delivery of such financial statements for the Fiscal Year ending December 31, 2004), the U.S. Borrower shall deliver to the U.S. Administrative Agent a certificate of a Financial Officer signed by an officer of the U.S. Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSection. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (United Rentals Inc /De)

Information Regarding Collateral. (a) Furnish, and The Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of any change in (i) the legal name of any change (A) Loan Party or in any Restricted Subsidiary’s corporate trade name as set forth used to identify it in the conduct of its certificate business or in the ownership of incorporation, certificate of formation or other relevant Constituent Documentsits properties, (Bii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or, except to the extent permitted by Section 5(j) of the Security Agreement, any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (Ciii) in the identity or organizational structure of any Restricted Subsidiary’s corporate structure Loan Party such that a filed financing statement becomes misleading or (Div) in any Restricted Subsidiary’s the Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date Number of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded SubsidiaryLoan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC Uniform Commercial Code or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)Collateral. The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.1(a), the Borrower and the Parent shall deliver to the Administrative Agent a certificate of a Financial Officer the chief executive officer or the chief financial officer of each of the Borrower setting forth or the Parent, (i) setting forth the information required pursuant to Section I Sections 1, 2, 8, 9 and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all Uniform Commercial Code financing statements or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correctmunicipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above, complete and current as all other actions have been taken, to the extent necessary to protect and perfect the security interests under the Security Agreement for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Marketing Services Group Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Sciele Pharma, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt (and in any event within thirty (30) days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) any change (A) in any Restricted Subsidiary’s corporate name its legal name, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control its jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located its organization (including the establishment as a result of any such new office merger or facilityconsolidation), (Ciii) in any Restricted Subsidiary’s corporate structure the location of its chief executive office or (Div) in any Restricted Subsidiary’s its organizational identification number, if any, and its Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that are required in order for the Collateral Agent requires such information to continue at all times following such change to have a valid, legal and perfected (subject to the limitations be set forth in Section 3.19) security interest in all on the Collateral (other than any Excluded Perfection Assets)face of a UCC financing statement of such Loan Party. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In If any material assets are acquired by any Loan Party after the case Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Borrower, each year, at Collateral Documents upon the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(aacquisition thereof), deliver to the Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties and, all to the extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels or Collateral Access Agreements, (C) perfect Liens in any assets represented by a certificate of title or (D) enter into any Collateral Documents governed by the laws of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary jurisdiction other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateUnited States. (c) Promptly following If, despite the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception restrictions set forth in Section 6.02(aa)6.02, provide written notice the Company or any Subsidiary shall g▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or the Pre-Petition Term Credit Agreement and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetLoan Parties.

Appears in 1 contract

Sources: Senior Secured Debtor in Possession Credit Agreement (Ascena Retail Group, Inc.)

Information Regarding Collateral. (a) FurnishHoldings and the Borrower will not, and will cause each Loan not permit any other Credit Party to furnishto, to each of the Administrative Agent, and the Collateral Agent prompt written notice of effect any change (i) in any change Credit Party’s legal name, (Aii) in the location of any Restricted SubsidiaryCredit Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryCredit Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryCredit Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Credit Party’s jurisdiction of organization (in each case, including by merging or acquisition after amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date Administrative Agent prior written notice of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleits intention so to do, transfer, lease, issuance or clearly describing such change and providing such other disposition (by way of merger, consolidation, operation of law or otherwise) after information in connection therewith as the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Administrative Agent may reasonably request and (ivB) it shall have taken all action reasonably requested by the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Credit Party agrees to promptly provide the Administrative Agent with certified Organizational Documents reflecting any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to of the changes described in the preceding sentence with respect sentence. Each Credit Party also agrees to a Loan Party unless it has given notice to promptly notify the Administrative Agent and of any change in the location of any office in which it maintains books or records relating to Collateral Agent owned by it or any office or facility at least 5 Business Days before which Collateral is located (including the changeestablishment of any such new office or facility), so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly changes in location to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asseta leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Algoma Steel Group Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Borrower shall not effect any change (i) in its legal name, (ii) in the location of its chief executive office, (iii) in its identity or organizational structure, (iv) in its Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in its jurisdiction of organization (in each case, including by merging with or into any change other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than ten (10) days prior written notice (in any Restricted Subsidiary’s corporate name the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable (subject to the limitations set forth in its certificate Section 8.12(b)). Borrower agrees to provide promptly the Lender with certified Borrower’s Organizational Documents reflecting any of incorporation, certificate the changes described in the preceding sentence. Borrower also agrees to notify promptly the Lender of formation any change in the location of any office in which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions any portion of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iva) any Excluded Subsidiary that ceases changes in location to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the changemortgaged property, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In Collateral which is in-transit or in the case possession of the Borroweremployees, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower Collateral which is out for repair or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10processing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facilityMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Loan Agreement (Adamas Pharmaceuticals Inc)

Information Regarding Collateral. (a) Furnish, The Company shall not and will cause each Loan Party shall not permit any of its Subsidiaries to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of effect any change (i) in any change Issuer's legal name, (ii) in the location of any Issuer's chief executive office, (iii) in any Issuer's identity or organizational structure, (iv) in any Issuer's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Issuer's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Agent and the Holders not less than 30 days' prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers' Certificate), or such lesser notice period agreed to by the Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation the Agent or other relevant Constituent Documents, the Required Holders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Agent to maintain the perfection and priority of the security interest of the Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Issuer agrees to promptly provide the Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Issuer also agrees to promptly notify the Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Mortgaged Property or a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (leased property subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyeda Landlord Access Agreement. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a6.01(c), deliver to the Administrative Noteholders and the Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Purchase Agreement (Terremark Worldwide Inc)

Information Regarding Collateral. (a) Furnish, and The Parent Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt Agents 10 day's prior written notice of any change (i) in any change Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted Subsidiary’s corporate name as set forth Loan Party's chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it having an aggregate fair value in excess of $100,000 is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s Loan Party's identity or corporate structure or structure, (Div) in any Restricted Subsidiary’s Loan Party's Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance Number or other disposition organizational identification number (or, with respect to each Foreign Subsidiary, any comparable identification numbers issued by way any Governmental Authority) or (v) in any Loan Party's jurisdiction of merger, consolidation, operation of law incorporation or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryorganization. The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC Uniform Commercial Code (or the equivalent legislation of other jurisdictions) or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and Collateral; provided that the Collateral Agent if shall take any material portion of action reasonably requested by the Collateral is damaged or destroyedParent Borrower to maintain a valid, legal and perfected security interest in all the Collateral. (b) In the case of the Borrower, each yearEach quarter, at the time of delivery of the annual or quarterly financial statements with respect to the preceding fiscal year or fiscal quarter pursuant to clause (a) or clause (b) of Section 5.05(a)5.01, the Parent Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Parent Borrower setting forth or the Canadian Guarantors, as applicable, (i) setting forth the information required pursuant to Section I 2 of the Domestic Perfection Certificate and Section 2 of the Canadian Perfection Certificate or confirming that there has been no change in such information since the date of the applicable Perfection Certificate delivered on the Funds Availability Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correct, complete municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and current as perfect the security interests under the Security Agreements for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Pliant Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Each U.S. Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of will not effect any change (i) in such U.S. Loan Party's legal name or in any change trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of such U.S. Loan Party's chief executive office, its principal place of business, any Restricted Subsidiary’s corporate name as set forth office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s such U.S. Loan Party's identity or corporate structure or structure, (Div) in any Restricted Subsidiary’s such U.S. Loan Party's Federal Taxpayer Identification Number; Number or (iiv) in such U.S. Loan Party's jurisdiction of organization (in each case, including by merging with or into any formation other entity, reorganizing, dissolving, liquidating, reorganizing or acquisition after organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date of any Subsidiary that is applicable Collateral Agent and the Applicable Agent not an Unrestricted Subsidiary; less than 30 days' prior written notice (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect form of an officers' certificate), or such lesser notice period agreed to by the applicable Collateral Agent (it being understood that ten (10) days' prior written notice is acceptable to the U.S. Collateral Agent in the case of the anticipated move from U.S. Borrower's Denver warehouse facility to another facility or facilities owned or leased by a Loan Party unless on the Closing Date or the temporary relocation of inventory to mitigate potential shipping shortages and risks associated with the implementation of the SAP system software), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the applicable Collateral Agent or the Applicable Agent may reasonably request and (B) it has given notice shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the applicable Collateral Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected (subject to priority of the limitations set forth in Section 3.19) security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in all the Collateral (other than any Excluded Perfection Assets)applicable Collateral. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year (commencing with Fiscal Year 2008) pursuant to clause (b) of Section 5.05(a)5.01, each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the each Borrower setting forth (i) setting forth the information required pursuant to Section I Sections 1, 2, 3, 4, 7, 8, 10, 11, 12, 13 and 14 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all UCC financing statements (including fixture filings, as applicable) or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correct, complete municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and current as perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Samsonite Corp/Fl)

Information Regarding Collateral. (a) FurnishNo later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent prompt Trustee written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in except during any Collateral Release Period, any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) except during any Collateral Release Period, in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower Parent ▇▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent US-DOCS\155682452.9 US-DOCS\155682452.9 and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (b) In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateGuarantor. (c) Promptly following after the acquisition occurrence of (i) any new power generating facility by a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10Administrative Agent, the Borrower shall update Collateral Agent and the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetapplicable Collateral Release Period.

Appears in 1 contract

Sources: Thirteenth Amendment to Second Amended and Restated Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Agents at least thirty (30) days’ (or such shorter period as to which the Administrative Agent may agree in its sole discretion) priorprompt written notice of any change in: (a) Furnish, and will cause each any Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (A) Party’s legal name or in any Restricted Subsidiarytrade name used to identify it in the conduct of its business or in the ownership of its properties; (b) the location of any Loan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) records relating to Collateral located in Canada owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral located in Canada owned by it is located (including the establishment of any such new office or facility), ; provided that any such notice with respect to the opening or closing of any retail store (C) other than the opening of any retail store in Canada in any Restricted Subsidiaryprovince or territory where the Collateral Agent’s corporate Liens are not then perfected) shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (Dd) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation Number or acquisition after the Funds Availability Date organizational identification number assigned to it by its state of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryorganization. The Borrower agrees Loan Parties agree not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent all filings, publications and the Collateral Agent at least 5 Business Days before the changeregistrations, so that a reasonable period has have been provided for making all filings made under the UCC Uniform Commercial Code, PPSA or otherwise and taking all other actions, in each case Applicable Law that are required in order for the Collateral Agent to Agents toafter giving effect thereto, the Agents continue at all times following such change to have a valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to the limitations set forth Intercreditor Agreement or any other intercreditor agreement in Section 3.19form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Term Loan Documents and Liens permitted under clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances”) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each for its own benefit and the benefit of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedother Credit Parties. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Pier 1 Imports Inc/De)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent prompt and the Lender not less than 30 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (ivx) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location of such Collateral to real property owned by a Loan Party unless it has given notice or to leased property subject to a Landlord Access Agreement, and (y) changes in the location of inventory to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order location of third party vendors of such Loan Party solely for the Collateral Agent to continue at purpose of further processing, but only so long as the value of such inventory for all times following such change to have a valid, legal and perfected (subject to Loan Parties does not exceed $1,000,000 in the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedaggregate. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year If required pursuant to Section 5.05(a6.02(a), deliver to the Administrative Lender and the Collateral Agent a certificate Perfection Certificate Supplement concurrently with the delivery of a Financial Officer of the Borrower setting forth (i) the information required financial statements pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b6.01(a)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Axsys Technologies Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or records relating to Revolving Credit Priority Collateral or any other relevant Constituent Documents, (B) in material Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iiiOfficer’s Certificate) any saleof its intention to do so, transferor such lesser notice period agreed to by the Administrative Agent, lease, issuance clearly describing such change and providing such other information in connection therewith as the Collateral Agent or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Administrative Agent may reasonably request and (ivB) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to continue promptly provide the Administrative Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Borrowers and Borrowing Base Guarantors shall not permit more than $10,000,000 in the aggregate of their Inventory to be located at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral any location not listed on Schedule 3.24 (other than Inventory in transit), as updated from time to time in any Excluded Perfection Assets)Certificate Supplement or Borrowing Base Certificate. The Borrower also agrees promptly to notify each For the purposes of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerRegulation, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any liquidation or dissolution during such preceding fiscal year of any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Loan Party change its centre of the Corporate Chart that is truemain interest from Switzerland, correctnor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, complete (iv) nor shall any German Loan Party change its centre of main interest from Germany, (v) [intentionally omitted], and current as (vi) nor shall any French Guarantor change its centre of the date of such certificatemain interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan No Borrower Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of shall effect any change (i) in any change Borrower Party legal name, (ii) in the location of any Borrower Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days’ prior written notice (in any Restricted Subsidiary’s corporate name as set forth in its the form of an certificate of incorporationa duly authorized officer of a Borrower Party ), certificate or such lesser notice period agreed to by the Lender, of formation or its intention so to do, clearly describing such change and providing such other relevant Constituent Documents, information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions any portion of Collateral owned by it with a value in excess of [*****] is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the Borrower possession of employees, (c) Collateral which is out for repair or another Subsidiary Guarantor; processing and (ivd) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect Collateral sold, licensed or permit any change referred to otherwise disposed of in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each ordinary course of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedbusiness. (b) In Concurrently with the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.108.04, the Borrower shall update deliver to the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facilityLender a Perfection Certificate Supplement. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Loan Agreement (Raptor Pharmaceutical Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSubsidiary. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name, (Aii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation identity or other relevant Constituent Documentsorganizational structure, (Biv) in any office Loan Party’s organizational identification number, if any, or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Cv) in any Restricted SubsidiaryLoan Party’s corporate structure jurisdiction of organization (in each case, including by merging with or (D) into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after other jurisdiction), unless all filings, publications and registrations have been made under the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance Uniform Commercial Code or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or second priority security interest, as applicable (subject only to the limitations set forth in Section 3.19Permitted Liens having priority by operating of Applicable Law) security interest in all the Collateral for its own benefit and the benefit of the Secured Parties. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (other than including the establishment of any Excluded Perfection Assetssuch new office or facility). The Borrower also agrees promptly shall, and shall cause each Subsidiary to, comply with the requirements of this Section 6.12 with respect to notify each of the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. (b) Deliver to the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerAgent, each yearupon reasonable request, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to such information reasonably deemed by the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of Collateral Agent necessary to obtain or maintain (to the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iiiextent provided in the applicable Security Document) a copy of valid, perfected Lien on all ABL Priority Collateral or all Term Priority Collateral acquired after the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant Closing Date to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on required under the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetSecurity Documents.

Appears in 1 contract

Sources: Credit Agreement (Toys R Us Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, and will cause (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 30 days' prior written notice (in the form of (i) any an Officer's Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificate. certificate (c) Promptly following the acquisition of (i) except as noted therein with respect to any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant continuation statements to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include be filed within such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aaperiod), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset...

Appears in 1 contract

Sources: Credit Agreement (SFBC International Inc)

Information Regarding Collateral. (a) FurnishPromptly upon its occurrence and in any event each quarter, and at the time of delivery of quarterly financial statements with respect to the preceding quarter pursuant to clause (b) of Section 5.01, Holdings will cause each Loan Party furnish to furnish, to each of the Applicable Administrative Agent, and the Collateral Agent prompt written notice of any change (i) in any change Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted Subsidiary’s corporate name as set forth Loan Party's chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s corporate Loan Party's identity or structure or (Div) in any Restricted Subsidiary’s Loan Party's Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower Holdings agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with respect all applicable information to a Loan Party unless it has given notice to enable the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making to make all filings under the UCC Uniform Commercial Code or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent (on behalf of the Secured Parties, as the case may be) to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedCollateral. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.05(a)5.01, Holdings (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth Holdings certifying that all Uniform Commercial Code financing statements (iincluding fixture filings, as applicable) the information required pursuant to Section I or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change in such information since other appropriate office to the date extent necessary to protect and perfect the security interests under the Collateral Agreement for a period of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Collins & Aikman Corp)

Information Regarding Collateral. (a) FurnishThe Borrower and each Parent Company shall, and will shall cause each Loan Party to furnishto, to not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or legal domicile, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each of the Administrative Agentcase, and including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 10 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent, of (i) any its intention so to do, clearly describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably requested by the Collateral Agent to maintain (to the extent provided in the applicable Security Document) the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions Collateral in excess of Collateral owned by it $1.0 million in value is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Holdings and the Borrower or another shall, and shall cause each Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in to, comply with the preceding sentence requirements of this Section 6.15 with respect to a the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.15 with respect to the First Lien Term Obligations in the First Lien Credit Agreement. (b) The Borrower and each Parent Company shall, and shall cause each Loan Party unless it has given notice to, deliver to the Administrative Agent and the Collateral Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent necessary to continue at all times following such change obtain or maintain (to have the extent provided in the applicable Security Document) a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority Second Priority Lien on any Mortgaged Property or Core AssetCollateral acquired after the Closing Date.

Appears in 1 contract

Sources: Second Lien Term Credit Agreement (Foamex International Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt (and in any event within 30 days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) any change (A) in any Restricted Subsidiary’s corporate name its legal name, as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (Bii) in any office or facility (other than any location within the control its jurisdiction of the Administrative Agent organization or the Collateral Agent) at which material portions form of Collateral owned by it is located its organization (including the establishment as a result of any such new office merger or facilityconsolidation), (Ciii) in any Restricted Subsidiary’s corporate structure the location of its chief executive office or (Div) in any Restricted Subsidiary’s its organizational identification number, if any, and its Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case under this clause (iv), only with respect to any Loan Party organized under the laws of a jurisdiction that are required in order for the Collateral Agent requires such information to continue at all times following such change to have a valid, legal and perfected (subject to the limitations be set forth in Section 3.19) security interest in all on the Collateral (other than any Excluded Perfection Assets)face of a UCC financing statement of such Loan Party. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth If (i) any Mortgaged Property is acquired by any Loan Party after the information required pursuant to Section I of the Perfection Certificate Fifth Restatement Effective Date or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation material assets are acquired by any Loan Party after the Fifth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), the Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or dissolution during reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such preceding fiscal year Lien, all at the expense of the Loan Parties and, in the case of clause (ii), all to the extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels or Collateral Access Agreements, (C) enter into Deposit Account Control Agreements in respect of any Subsidiary Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a jurisdiction other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateUnited States. (c) Promptly following If, despite the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception restrictions set forth in Section 6.02(aa)6.02, provide written notice the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetLoan Parties.

Appears in 1 contract

Sources: Credit Agreement (Ascena Retail Group, Inc.)

Information Regarding Collateral. (a) Furnish, and The Parent Borrower will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt Agents 10 day’s prior written notice of any change (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth or in any trade name used to identify it in the conduct of its certificate business or in the ownership of incorporation, certificate of formation or other relevant Constituent Documentsits properties, (Bii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it having an aggregate fair value in excess of $100,000 is located (including the establishment of any such new office or facility), (Ciii) in any Restricted SubsidiaryLoan Party’s identity or corporate structure or structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance Number or other disposition organizational identification number (or, with respect to each Foreign Subsidiary, any comparable identification numbers issued by way any Governmental Authority) or (v) in any Loan Party’s jurisdiction of merger, consolidation, operation of law incorporation or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryorganization. The Parent Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the UCC Uniform Commercial Code (or the equivalent legislation of other jurisdictions) or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and Collateral; provided that the Collateral Agent if shall take any material portion of action reasonably requested by the Collateral is damaged or destroyedParent Borrower to maintain a valid, legal and perfected security interest in all the Collateral. (b) In the case of the Borrower, each yearEach quarter, at the time of delivery of the annual or quarterly financial statements with respect to the preceding fiscal year or fiscal quarter pursuant to clause (a) or clause (b) of Section 5.05(a)5.01, the Parent Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Parent Borrower setting forth or the Canadian Subsidiary Borrower, as applicable, (i) setting forth the information required pursuant to Section I 2 of the Domestic Perfection Certificate and Section 2 of the Canadian Perfection Certificate or confirming that there has been no change in such information since the date of the applicable Perfection Certificate delivered on the Funds Availability Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correct, complete municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and current as perfect the security interests under the Security Agreements for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Pliant Corp)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and will cause each Loan Party to furnish, to each of the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer’s Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the 972172.01-CHISR01A - MSW Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of the Corporate Chart that is truemain interest from Switzerland, correctnor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, complete (iv) nor shall German Seller change its centre of main interest from Germany, (v) [intentionally omitted], (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and current (vii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name, (Aii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation identity or other relevant Constituent Documentsorganizational structure, (Biv) in any office Loan Party’s organizational identification number, if any, or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Cv) in any Restricted SubsidiaryLoan Party’s corporate structure jurisdiction of organization (in each case, including by merging with or (D) into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any saleother jurisdiction), transferunless all filings, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; publications and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has registrations have been provided for making all filings made under the UCC or otherwise and taking all other actions, in each case Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest with the priority required by the Intercreditor Agreement (subject only to the limitations set forth in Section 3.19Permitted Liens having priority by operation of Applicable Law) security interest in all the Collateral for its own benefit and the benefit of the Secured Parties. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $100,000 in value is located (other than including the establishment of any Excluded Perfection Assetssuch new office or facility). The Prior to the Discharge of ABL Obligations and solely in the case of any Collateral constituting ABL Priority Collateral (which excludes, for the avoidance of doubt, the Canadian Pledge, the ▇▇▇▇▇▇▇▇ Collateral and all Real Property), the Borrower also agrees promptly shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to notify each of the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. (b) Deliver to the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerAgent, each yearpromptly following reasonable request, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to such information reasonably deemed by the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of Collateral Agent necessary to obtain or maintain (to the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iiiextent provided in the applicable Security Document) a copy of valid, perfected Lien on all Collateral acquired after the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant Closing Date to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on required under the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core AssetSecurity Documents.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Toys R Us Inc)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party’s legal name, and will cause (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each Loan Party to furnishcase, to each of the Administrative Agentincluding by merging with or into any other entity, and reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than 15 days’ prior written notice (in the form of (i) any an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, describing such change (A) and providing such other information in any Restricted Subsidiary’s corporate name connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Agent or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord’s Lien Waiver, Access Agreement and Consent. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Holdings certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (USA Mobility, Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party's legal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Trustee and the Administrative Agent not less than 30 days' prior written notice (in any Restricted Subsidiary’s corporate name the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Trustee, of its intention so to do, clearly describing such change and providing such other information in connection therewith as set forth in its certificate of incorporation, certificate of formation the Collateral Trustee or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Trustee to maintain the perfection and priority of the security interest of the Collateral Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Trustee with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Trustee of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given notice Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that Trustee a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSupplement. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Builders FirstSource, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each No Loan Party to furnishshall effect any change (i) in any Loan Party’s legal name, to (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational form, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating or organizing in any other jurisdiction unless the surviving entity of any such transaction is another Loan Party or except in a transaction otherwise permitted hereunder) or (vi) open or change the Administrative Agentlocation of any Controlled Deposit Account, and Controlled Securities Account, Deposit Account or securities account, in each case, that is not an Excluded Account, until (A) it shall have given the Collateral Agent prompt and the Administrative Agent not less than ten days’ prior written notice (or such shorter period as the Administrative Agent shall agree) (in the form of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its an certificate of incorporationa Responsible Officer of the Loan Party), certificate or such lesser notice period agreed to by the Collateral Agent, of formation or its intention so to do, clearly describing such change and providing such other relevant Constituent Documents, information in connection therewith as the Collateral Agent may reasonably request; and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral as first priority Liens pursuant to the applicable requirements of the Loan Documents and applicable Requirements of Law, subject only to Permitted Senior Liens, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral with a value in excess of $1,000,000 owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) other than changes in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary location to a property that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect subject to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyedMortgage. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the 1060441.101066947.03-CHISR01A - MSW Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and current (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, Holdings and the other Borrowers will cause each Loan Party furnish to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of: (a) With respect to any U.S. Credit Party, any change in any Credit Party’s (A) legal name, (B) organizational identity, (C) organizational identification number, (D) organizational structure, (E) in the case of any U.S. Credit Party that is not a registered organization for purposes of Section 9-307 of the UCC, its place of business or, if it has more than one place of business, its Chief Executive Office, or (iF) in the case of any U.S. Credit Party organized under the laws of North Dakota or South Dakota, its Federal Taxpayer Identification Number; (b) With respect to any Credit Party that is required to provide Collateral under the laws of England and Wales, under the laws of Canada, under the laws of the Netherlands or under the laws of Australia, any change (A) in any Restricted Subsidiarysuch Credit Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsname, (B) in the location of such Credit Party’s Chief Executive Office, its principal place of business, registered office, any office in which it maintains books or records relating to Collateral (other than de-minimis portions of Collateral) owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), or (C) in any Restricted Subsidiarysuch Credit Party’s identity or corporate structure or structure. (Dc) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary Within 5 Business Days prior to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in clause (a) or (b) above, Holdings and the preceding sentence with respect other Borrowers agree to a Loan Party unless it has given notice make, or to provide to the Administrative Agent and all the Collateral Agent at least 5 Business Days before the changeinformation required to enable it to make, so that a reasonable period has been provided for making all filings under the UCC (or the analogous legislation in any other relevant jurisdiction) or otherwise and taking all other actions, in each case that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facilityCollateral. (d) To Promptly upon, and in any event within ten Business Days after, Holdings or any other U.S. Credit Party acquires any fee owned (or the extent incurred equivalent) Real Property the cost or book value (whichever is greater) of which is more than $500,000 or which constitutes a Leasehold interest in reliance on the exception set forth in Section 6.02(aa)Real Property to be used for any material manufacturing operations, provide written notice of such acquisition, together with Holding’s good faith determination of the imposition Fair Market Value of any Liens, restrictions, regulations, Easements, exceptions such fee owned (or reservations of any Governmental Authority on any Mortgaged Property or Core Assetequivalent) Real Property.

Appears in 1 contract

Sources: Syndicated Facility Agreement (Acco Brands Corp)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or records relating to Revolving Credit Priority Collateral or any other relevant Constituent Documents, (B) in material Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 210, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted 1209502.04-CHISR02A - MSW location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 210 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (Ciii) in any Restricted SubsidiaryLoan Party’s corporate structure identity or organizational structure, (Div) in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; Number or organizational identification number, if any, or (iiv) in any formation Loan Party’s jurisdiction of organization (in each case, including by merging with or acquisition after into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Funds Availability Date Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of any Subsidiary that is not an Unrestricted Subsidiary; (iiiOfficer’s Certificate) any saleof its intention to do so, transferor such lesser notice period agreed to by the Administrative Agent, lease, issuance clearly describing such change and providing such other information in connection therewith as the Collateral Agent or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; Administrative Agent may reasonably request and (ivB) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to continue promptly provide the Administrative Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at all times following such change any location not listed on Schedule 3.24 to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral Amendment No. 210 (other than Inventory in transit), as updated from time to time in any Excluded Perfection Assets)Certificate Supplement or Borrowing Base Certificate. The Borrower also agrees promptly to notify each For the purposes of the Administrative Agent Regulation and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the BorrowerEuropean Insolvency Regulation, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any liquidation or dissolution during such preceding fiscal year of any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv) nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete and current (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, and (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction, and (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Furnish, and will cause each Each Loan Party will furnish to furnish, to each of the Administrative Agent, Agent and the Collateral Agent Agents prompt written notice of any change (i) in such Loan Party's corporate name or in any change trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted Subsidiary’s corporate name as set forth Loan Party's chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (Ciii) in any Restricted Subsidiary’s Loan Party's identity or corporate structure or structure, (Div) in any Restricted Subsidiary’s Loan Party's Federal Taxpayer Identification Number; Number or organizational identification number or (iiv) in any formation or acquisition after the Funds Availability Date Loan Party's jurisdiction of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiaryorganization. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless (i) it has shall have given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making Agents thirty (30) days' prior written notice and (ii) all filings have been made under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets)Collateral. The Borrower Each Loan Party also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 5.05(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) setting forth the information required pursuant to Section I Sections 1, 2, 7, 8, 11, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Effective Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation certifying that all UCC financing statements (including fixture filings, as applicable) or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary appropriate filings, recordings or registrations, including all refilings, rerecordings and (iii) reregistrations, containing a copy description of the Corporate Chart that is trueCollateral have been filed of record in each governmental, correct, complete municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and current as perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Credit Agreement (Polymer Group Inc)

Information Regarding Collateral. (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of Not effect any change (i) in any change Loan Party’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the location of any Restricted SubsidiaryLoan Party’s corporate name as set forth chief executive office, its principal place of business, any office in its certificate of incorporation, certificate of formation which it maintains books or other relevant Constituent Documents, (B) in records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which any material portions of Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence with respect location to a Loan Party unless it has given property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before Agent, as to which the changesteps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, so that a reasonable period has been provided for making all filings under the UCC (iii) in any Loan Party’s identity or otherwise and taking all other actionsorganizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case that are required case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in order for any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate) of its intention to continue at all times following do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent, clearly describing such change to have a valid, legal and perfected (subject to the limitations set forth providing such other information in Section 3.19) security interest in all connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (other than any Excluded Perfection Assets). The Borrower also agrees promptly B) it shall have taken all action reasonably satisfactory to notify each of the Administrative Agent and the Collateral Agent if any material portion to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyed. (b) In Agent for the case benefit of the BorrowerSecured Parties in the Collateral, each year, at the time of delivery of the annual financial statements with respect if applicable. Each Loan Party agrees to the preceding fiscal year pursuant to Section 5.05(a), deliver to promptly provide the Administrative Agent a certificate of a Financial Officer and the Collateral Agent, upon request therefor, with certified Organizational Documents reflecting any of the Borrower setting forth changes described in the preceding sentence. For the purposes of the Regulation, (i) the information required pursuant to Section I no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b))Regulation) from England and Wales, (ii) nor shall any liquidation Irish Guarantor change its centre of main interest from Ireland or dissolution during such preceding fiscal year Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any Subsidiary jurisdiction other than an Excluded Subsidiary and Ireland or Germany, (iii) a copy nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor 967770.02F-CHISR1034077.05-CHISR01A - MSW 177 shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Corporate Chart that is trueNetherlands, correctnor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, complete (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and current (viii) other than as of the date of such certificate. (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or provided in paragraph (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary above, no Guarantor pursuant (to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in reliance on the exception set forth in Section 6.02(aa), provide written notice its jurisdiction of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetincorporation.

Appears in 1 contract

Sources: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) FurnishNot effect any change (i) in any Loan Party's legal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and will cause each Loan Party to furnish, to each of the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, and in the case of clauses (ii) through (v), not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent prompt written notice of (i) any change (A) in any Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, Holdings and the Borrower or another shall, and shall cause each Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in to, comply with the preceding sentence requirements of this Section 5.13 with respect to a Loan Party unless it has given notice the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the First Lien Credit Agreement. (b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise Perfection Certificate Supplement and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a), deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Borrower setting forth (i) Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the information required pursuant to Section I security interests and Liens under the Security Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other not less than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of 18 months after the date of such certificatecertificate (except as noted therein with respect to any continuation statements to be filed within such period). (c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.

Appears in 1 contract

Sources: Second Lien Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) 3. Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee prompt written notice of (i) any change (A) in any Restricted SubsidiaryLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documentsorganizational documents, (B) in except during any Collateral Release Period, any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral AgentTrustee) at which material portions of Collateral owned by it is are located (including the establishment of any such new office or facility), (C) in any Restricted SubsidiaryLoan Party’s corporate structure or (D) except during any Collateral Release Period, in any Restricted SubsidiaryLoan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Closing Date of any Subsidiary that is not an Unrestricted Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary GuarantorSubsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary that ceases as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (ba) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.05(a)5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Closing Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificateSubsidiary. (cb) Promptly following after the acquisition occurrence of (i) any new power generating facility by a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10Administrative Agent, the Borrower shall update Collateral Agent and the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the exception set forth in Section 6.02(aa), provide Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Assetapplicable Collateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)