Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. No Borrower Party shall effect any change (i) in any 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 3 contracts

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

Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) in any Borrower Party legal name, (ii) in the location of any Borrower Party’s 's chief executive office, (iii) in any Borrower Party’s 's identity or organizational structure, (iv) in any Borrower Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party’s '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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 [*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.038.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 3 contracts

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

Information Regarding Collateral. No Borrower Party shall effect The Company agrees promptly (and in any event no later than the earlier of (x) 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i) furnish to the Collateral Agent written notice of any change (iA) in any Borrower Party legal Loan Party’s corporate name, (ii) in the location of any Borrower Party’s chief executive office, (iiiB) in any Borrower Loan Party’s identity or organizational corporate structure, (ivC) in any Borrower Loan Party’s jurisdiction of organization or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification numbernumber and (ii) with respect to any U.S. Loan Party, make all filings under the UCC or otherwise 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 in all material respects in all the Collateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(j)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(j) for 90 days in regards to each step of the Reorganization; if anyan additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90 day period, or (vthe Company and its Subsidiaries will have an additional 90 day period to comply with Section 6.01(j) in any Borrower Party’s jurisdiction of organization regards to the new change (and shall not be required comply with Section 6.01(j) 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 regards to the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or initial change assuming that such lesser notice period agreed to change was changed by the Lender, of its intention so subsequent change rendering compliance with Section 6.01(j) unnecessary). The Company also agrees promptly to do, clearly describing such change and providing such other information in connection therewith as notify the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority Collateral Agent if any material portion 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 Collateral is damaged or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 3 contracts

Sources: Refinancing Amendment (Hologic Inc), Refinancing Amendment (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (iA) in any Borrower Party legal nameRestricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, (ii) in the location of any Borrower Party’s chief executive office, (iiiB) in any Borrower Party’s identity office or organizational structure, facility (iv) in other than 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 location within the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), 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 control of the security interest Administrative Agent or the Collateral Agent) at which material portions 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 at which any portion of Collateral 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 the Borrower or another Subsidiary Guarantor; and (aiv) changes any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence with respect to a mortgaged propertyLoan 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) Collateral which 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 in-transit or in true, correct, complete and current as of the possession date of employees, such certificate. (c) Collateral which is out for repair Promptly following the acquisition of (i) any new power generating facility by the Borrower or processing 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) Collateral soldTo the extent incurred in reliance on the exception set forth in Section 6.02(aa), licensed provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or otherwise disposed reservations of in the ordinary course of businessany Governmental Authority on any Mortgaged Property or Core Asset. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 3 contracts

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

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Borrower 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 Lender Collateral Agent and the Administrative Agent not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

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. No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party’s the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, including by merging only with respect to any 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, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed. (ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days’ prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) 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 any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, 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 will promptly notify the Lender of Administrative Agent thereof and will, as promptly as practicable, and in any change event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the location case of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facilityclause ‎(B), other than within ninety (a90) changes days (or such longer period as the Administrative Agent may agree in location writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a mortgaged propertyLien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, (b) including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral which Documents. It is in-transit understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the possession of employeesLoan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (c3) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessenter into Control Agreements with respects to Excluded Accounts. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

Sources: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender 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 Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall effect The Company agrees promptly (and in any event no later than the earlier of (x) 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i)(i) furnish to the Collateral Agent written notice of any change (iA)(A) in any Borrower Party legal Loan Party’sParty’s corporate name, (ii) in the location of any Borrower Party’s chief executive office, (iiiB)(B) in any Borrower PartyLoan Party’sParty’s identity or organizational corporate structure, (ivC)or (C) in any Borrower Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification numbernumber and (ii)and (ii) with respect to any U.S. Loan Party, make all filings under the UCC or otherwise 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 in all material respects in all the Collateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji )(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji ) for 90 days in regards to each step of the Reorganization; if anyan additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, or (vthe Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in any Borrower Party’s jurisdiction of organization regards to the new change (and shall not be required comply with Section 6.01(ji ) 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 regards to the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or initial change assuming that such lesser notice period agreed to change was changed by the Lender, of its intention so subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Company also agrees promptly to do, clearly describing such change and providing such other information in connection therewith as notify the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority Collateral Agent if any material portion 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 Collateral is damaged or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

Sources: Refinancing Amendment (Hologic Inc), Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (Hologic Inc)

Information Regarding Collateral. No (a) The Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive office, Loan Party (including as a result of any merger or consolidation) or (iii) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in or, with respect to 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 Loan Party organized under the Lender not less than 10 days’ prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower Party ), agrees not to effect or such lesser notice period agreed permit any change referred 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. 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 sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) The Borrower will furnish to the Administrative Agent prompt written notice of (i) the acquisition by any Loan Party also agrees to promptly notify of, or any real property otherwise becoming, a Mortgaged Property after the Lender Original Effective Date and (ii) the acquisition by any Loan Party of any change in other material assets after 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility)Original Effective Date, other than (ax) changes any assets constituting Collateral under the Security Documents in location to which the Administrative Agent shall have a mortgaged propertyvalid, legal and perfected security interest (bwith the priority contemplated by the applicable Security Document) Collateral which is in-transit or upon the acquisition thereof and (y) Excluded Assets (as defined in the possession of employees, Collateral Agreement). (c) Collateral The Borrower will, as promptly as practicable, notify the Administrative Agent of the existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of required to be in the ordinary course of business. (a) Concurrently with the delivery of financial statements effect pursuant to Section 8.03, Borrower shall deliver to clause (f) of the Lender a Perfection Certificate Supplementdefinition of the term “Collateral and Guarantee Requirement” but is not yet in effect.

Appears in 2 contracts

Sources: Credit Agreement (Pandora Media, Inc.), Credit Agreement (Pandora Media, Inc.)

Information Regarding Collateral. No Borrower Party shall effect any change Except upon thirty (i30) in any 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’ days prior written notice (in to the form Administrative Agent and delivery to the Administrative Agent of an certificate of a duly authorized officer of a Borrower Party )all documents, or such lesser notice period agreed to certificates and information reasonably requested 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 Administrative Agent to maintain the validity, perfection and priority of the security interest interests of the Lender Administrative Agent in the Collateral, if applicable. Each Borrower the Borrowers will not, and will not permit any Loan Party agrees or New UK Holdco to, (i) change any Loan Party’s or New UK Holdco’s corporate name or in any trade name used to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described identify it in the preceding sentence. Each Borrower Party also agrees to promptly notify conduct of its business or in the Lender ownership of any its properties, (ii) change in the location of any 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 Collateral owned by it the Collateral, which locations shall be listed on Schedule 7.13, (iii) locate any Loan Party’s or any office New UK Holdco’s equipment (other than such equipment which, together with all such other inventory or facility at which any portion of Collateral with equipment, does not have a fair market value in excess of $250,000 500,000) at any location which is located not listed on Schedule 7.13 (including except to the establishment 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 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 new office Section: “The Borrowers will not, and will not permit any Subsidiary to, amend or facility)otherwise modify the terms or provisions of the New UK Holdco Note in any manner or respect that is adverse to the Lenders; provided, other than that (ax) changes in location to a mortgaged property, (b) Collateral which is in-transit the parties may forgive the Indebtedness evidenced by the New UK Holdco Note or in convert or swap the possession New UK Holdco Note for Equity Interests of employees, (c) Collateral which is out for repair or processing New UK Holdco and (dy) Collateral sold, licensed the parties may change the interest rate or otherwise disposed of in the ordinary course of businessprincipal amount from time to time under the New UK Holdco Note. (at) Concurrently with Section 8.1(i) of the delivery Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof of financial statements pursuant the following: (i) either Borrower, any Subsidiary Loan Party or any Foreign Loan Party shall become unable to pay, shall admit in writing its inability to pay, or shall fail generally to pay, its debts as they become due;” (u) Section 8.03, Borrower shall deliver to 8.1(q) of the Lender a Perfection Certificate Supplement.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. No Borrower Party (a) The Company will furnish to the Administrative Agent prompt written notice (which shall effect in any event be provided by the earlier of (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Borrower Party Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (ii) any change in the location jurisdiction of incorporation or organization of any Borrower Loan Party’s chief executive office, (iii) any change in the form of organization of any Borrower Party’s identity or organizational structure, Loan Party and (iv) any change in any Borrower Loan Party’s organizational identification number or Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or 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 to be set forth on the Lender not less than 10 days’ prior written notice (in the form of an certificate face of a duly authorized officer of Uniform Commercial Code financing statement. Upon request, the Company agrees to deliver all executed or authenticated financing statements and other filings under the Uniform Commercial Code (or analogous law in a Borrower Party )non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue to have a valid, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change legal 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 perfected security interest of in all 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of following any such new office or facility), other than (a) changes in location to a mortgaged property, change. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower the Company shall deliver to the Lender Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate Supplementand indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or (ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date).

Appears in 2 contracts

Sources: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Borrower 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 unless (A) it shall have given the Lender Administrative Agent not less more than 10 daysten Business Daysprior subsequent written notice (in the form of an certificate of signed by a duly authorized officer of a Borrower Party Responsible Officer), or such lesser longer notice period agreed to by the LenderAdministrative Agent, of its intention so to dosuch change, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees The Parent and the Borrowers hereby agree to promptly provide the Lender Administrative Agent, promptly following its request, with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Notwithstanding the foregoing or anything else to the contrary contained herein or in any other Loan Document, the Parent and each Borrower Party also hereby agrees to promptly notify that it will at all times maintain its jurisdiction of organization as one of the Lender States within the United States of any change in the location America or District of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Columbia. (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the each delivery of financial statements pursuant to Section 8.036.01(a), Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplement.Supplement and a certificate of a Responsible Officer of the Parent and the chief legal officer of the Parent certifying that all actions required to be taken under the Collateral Documents to protect and perfect the security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (including without limitation, the filing of all UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral in each appropriate governmental, municipal or other office) have been taken (except as noted therein with respect to any continuation statements of 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. No The Borrower Party shall effect will furnish to the Administrative Agent and the Collateral Trustee prompt written notice of any change (i) in corporate name of the Parent, the Borrower or any Borrower Party legal nameSubsidiary or in any trade name used to identify any such Person in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Party’s the chief executive officeoffice of the Parent, the Borrower or any Subsidiary, its principal place of business or any asset constituting Collateral (other than the installation of any 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Documents), (iii) in the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Borrower Party’s identity or organizational structureSubsidiary, (iv) in any Borrower Party’s the Federal Taxpayer Identification Number of the Parent, the Borrower or organizational identification numberany Subsidiary, if any, or (v) in the name and location of any Borrower Party’s jurisdiction Person other than a Loan Party that has acquired possession of organization any material portion of the Collateral; (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (Avi) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )bank accounts, securities accounts, or such lesser notice period agreed similar accounts maintained by a Loan Party; or (vii) resulting from the creation or acquisition of any Subsidiary by any Loan Party. The Borrower agrees not to by the Lender, of its intention so effect or permit any change referred 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. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (except for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). Each The Administrative Agent may, and at the request of any Lender the Administrative Agent shall, periodically request that the Borrower Party also update the information provided above and the Borrower agrees to provide such update 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of after any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessrequest. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive officeoffice or principal place of business, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 unless all filings, publications and registrations have given been made under the Lender not less than 10 days’ prior written notice (Uniform Commercial CodeUCC or other Applicable Law that are required in order for the form of an certificate of AdministrativeCollateral Agent to continue at all times following such change to have a duly authorized officer of a Borrower Party )valid, legal and perfected first priority security interest or such lesser notice period agreed to secondwith the priority security interest, as applicablerequired by the Lender, Intercreditor Agreements (subject only to Permitted Liens having priority by operationg of Applicable Law) in all the Collateral for its intention so to do, clearly describing such change own benefit 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 benefit of the security interest of the Lender in the Collateral, if applicableSecured Parties. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 100,000 in value is located (including the establishment of any such new office or facility). The Prior to the Discharge of ABL Obligations and solely in the case of any Collateral constituting ABL Priority Collateral, the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to 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, other than (a) changes in location with respect to a mortgaged propertythe Canadian Pledge, the ▇▇▇▇▇▇▇▇ Collateral and the Specified Real Property after the Springing Covenant Trigger Date. (b) Deliver to the Administrative Agent and the Collateral which is in-transit Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent or the Collateral Agent necessary to obtain or maintain (to the extent provided in the possession of employeesapplicable Security Document) a valid, (c) perfected Lien on all ABL Priority Collateral which is out for repair or processing and (d) all ▇▇▇▇▇▇▇▇ Collateral sold, licensed or otherwise disposed of in acquired after the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver Closing Date to the Lender a Perfection Certificate Supplementextent required under the Security Documents.

Appears in 2 contracts

Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Information Regarding Collateral. No (a) Each of Holdco and Borrower Party shall, and shall effect cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive officeoffice or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party’s identity or organizational corporate structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Borrower 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). Each of Holdco and Borrower shall not, until and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (Ai) it shall have given the Lender not less than 10 days’ Collateral Agent prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing any such change and providing (ii) prior to or concurrently with such other information change, all filings have been made under the UCC or otherwise that are required in connection therewith as order for the Lender may reasonably request Collateral Agent to continue at all times following such change to have a valid, legal and (B) it shall have taken perfected First Priority security interests in 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 of Holdco and Borrower shall, and shall cause each other Loan 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 to, promptly notify the Lender of Administrative Agent and the Collateral Agent if 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 any material portion of the Collateral with a value in excess of $250,000 is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, destroyed. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 8.035.01(b), Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of Borrower (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 reasonably requested by the Administrative Agent with respect to the Collateral or (ii) confirming that there has been no change in such information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party’s the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, including by merging only with respect to any 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, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed. (ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days’ prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) 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 any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, 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 will promptly notify the Lender 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 satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of any change the Borrower and, in the location case of any office clause (A), all to the extent required by the Collateral Documents, and, in which it maintains books or records relating the case of clause (B), to Collateral owned deliver the items required by it or any office or facility at which any portion subsection (v) of the definition of Collateral with a value and Guarantee Requirement relating thereto within ninety (90) days (or such longer period as the Administrative Agent may agree in excess of $250,000 writing) after such Mortgaged Property is located acquired (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver subject to the Lender a Perfection Certificate Supplementlast paragraph of the Collateral and Guarantee Requirement definition).

Appears in 2 contracts

Sources: Refinancing Amendment (Inovalon Holdings, Inc.), Credit Agreement (Inovalon Holdings, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) Furnish to Agent at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) in any Borrower Party Obligor’s legal name, ; (ii) in the location of any Borrower PartyObligor’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 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); (iii) any Obligor’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Obligors shall not effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all such action, if any, reasonably requested by Agent under the UCC or otherwise that is required in order for Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to Permitted Liens) for its own benefit and the benefit of the other than (a) changes Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in location connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a mortgaged property, Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (b) Collateral which is in-transit 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 possession of employeesClosing 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, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course case of business. (a) Concurrently with any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the 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 financial statements pursuant such updated Schedules or such revision of a representation; nor shall any such supplement or revision to Section 8.03, Borrower shall deliver to any Schedule or representation be deemed the Lender a Perfection Certificate SupplementSecured Parties’ waiver of any Default resulting from the matters disclosed therein.

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. No Borrower Party shall (a) Not effect any change change, (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Borrower 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 Lender Collateral Agent and the Administrative Agent not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower Party shall effect will furnish to the Agents prompt written notice of any change in: (ia) in any Borrower Party Loan Party’s legal name, ; (iib) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 located in Canada owned by it or any office or facility at which any portion of Collateral with a value located in excess of $250,000 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 (other than (athe opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) changes in location shall be provided to a mortgaged property, (b) Collateral which is in-transit or in the possession Agents solely upon request of employees, the Administrative Agent; (c) Collateral which is out for repair any Loan Party’s organizational structure or processing and jurisdiction of incorporation or formation; or (d) Collateral sold, licensed any Loan Party’s Federal Taxpayer Identification Number or otherwise disposed organizational identification number assigned to it by its state of organization. The Loan Parties agree not to effect or permit any change referred to in the ordinary course preceding sentence unless after 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 business. (a) Concurrently Applicable Law and, with the delivery of financial statements pursuant respect to Section 8.03, Borrower shall deliver Term Priority Collateral but subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement or any other intercreditor agreement in form 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 for its own benefit and the benefit of the other Credit Parties.

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower 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 at which 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), (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 Lender Collateral Agent and the Funding Agent not less than 10 daysten (10) Business Days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as the Lender Collateral Agent or the Funding Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facilitytransit), other than (a) changes as updated from time to time in location to a mortgaged propertyany Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (bi) Collateral which no U.K. Loan Party shall change its centre of main interest (as that term is in-transit or used in Article 3(1) of the possession of employeesRegulation) from England and Wales, (cii) Collateral which nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is out for repair or processing and used in Article 2(h) of the Regulation) in any other jurisdiction, (diii) Collateral soldnor shall nor shall any Swiss Loan Party change its centre of main interest from Switzerland, licensed or otherwise disposed nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of in the ordinary course of businessmain interest from Germany. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall effect (i) Holdings will furnish to the Collateral Agent prompt written notice of any change (iA) in any Borrower Party legal Loan Party’s corporate name, ; (iiB) in the location of any Borrower Loan Party’s chief executive office, ; (iiiC) in any Borrower Loan Party’s identity or organizational corporate structure, ; (ivD) in any Borrower Loan Party’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number, if any, . 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) Holdings agrees not to effect or permit any change referred to in the preceding subclause (vi) 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 unless (A) it shall have given the Lender not less than 10 days’ prior written notice Collateral Agent and the Administrative Agent prompt (and in the form of an certificate of a duly authorized officer of a Borrower Party ), any event within ten (10) days (or such lesser later date as the Administrative Agent may agree) notice period agreed to by the Lender, of its intention so to dofollowing any such change, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and request; (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent and the Australian Security Trustee to maintain the perfection and priority of the security interest of the Lender Collateral Agent and the Australian Security Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees applicable (including, without limitation, filings under the UCC or otherwise that are required in order for the Collateral Agent and the Australian Security Trustee to promptly provide continue at all times following such change to have a valid, legal and perfected security interest in all the Lender with certified Borrower Party Documents reflecting any of the changes described Collateral as contemplated in the preceding sentence. Security Documents); (iii) Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Revolving Loan Priority Collateral with a value in excess of $250,000 1,000,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, 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 (biii) Collateral which is in-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, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of employees in the ordinary course of business.; (aiv) Concurrently with Holdings also agrees promptly after it becomes aware to notify the delivery Collateral Agent (A) if any material portion of financial statements pursuant to Section 8.03the Revolving Loan Priority Collateral is damaged or destroyed or otherwise materially adversely affected; (B) the incurrence of any material Lien (other than Permitted Collateral Liens) on, Borrower shall deliver to or material claim asserted against any of the Lender Collateral; (C) the occurrence of a Perfection Certificate Supplement.Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the Collateral;

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the form of its organization (including as a result of any merger, amalgamation or consolidation), (iii) the location of any Borrower Party’s its chief executive office, (iii) in any Borrower Party’s identity or organizational structure, (iv) the jurisdiction in which it maintains any Borrower Party’s Federal Taxpayer Identification Number Collateral, or (v) its organizational identification number, if anyany and the Federal Taxpayer Identification Number of such Loan Party, or in each case of this subclause (v), only with respect to any 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. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If any material assets are acquired by any Loan Party after the 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), 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 reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including Parent and, to the extent required by merging with or into the Collateral Documents, any other entityLoan Party, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant mortgages, 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 obtain landlord lien waivers, estoppels, Collateral Access Agreements or bailee agreements with respect 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 their retail operating store locations or (C) enter into Deposit Account Control Agreements in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessExcluded Account. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No (a) Each of the Parent Guarantor and the Borrower Party shall effect will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of the Parent Guarantor and the Borrower will not, and will not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than 10 days after any such change and (aii) changes all filings have been made under the UCC or otherwise that are required in location order for the Collateral Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interests in all the Collateral. Each of the Parent Guarantor and the Borrower will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.035.01, the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower (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 reasonably requested by the Administrative Agent with respect to the Collateral or (B) confirming that there has been no change in such information since the date of the Perfection Certificate Supplementor the latest supplement to the Perfection Certificate.

Appears in 2 contracts

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

Information Regarding Collateral. No (a) Each of Holdco and Borrower Party shall, and shall effect cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive officeoffice or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party’s identity or organizational corporate structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Borrower 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). Each of Holdco and Borrower shall not, until and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (Ai) it shall have given the Lender not less than 10 days’ Collateral Agent prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing any such change and providing (ii) prior to or concurrently with such other information change, all filings have been made under the UCC or otherwise that are required in connection therewith as order for the Lender may reasonably request Collateral Agent to continue at all times following such change to have a valid, legal and (B) it shall have taken perfected Second Priority security interests in 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 of Holdco and Borrower shall, and shall cause each other Loan 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 to, promptly notify the Lender of Administrative Agent and the Collateral Agent if 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 any material portion of the Collateral with a value in excess of $250,000 is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, destroyed. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 8.035.01(b), Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of Borrower (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 reasonably requested by the Administrative Agent with respect to the Collateral or (ii) confirming that there has been no change in such information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower 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 at which any material 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, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 Lender Collateral Agent and the Administrative Agent not less than 10 daysten (10) 110 Business Days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyRegulation, (bi) Collateral which no U.K. Guarantor shall change its centre of main interest (as that term is in-transit or used in Article 3(1) of the possession of employeesRegulation) from England and Wales, (cii) Collateral which nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is out for repair or processing and used in Article 2(h) of the Regulation) in any other jurisdiction, (diii) Collateral soldnor shall nor shall any Swiss Guarantor change its centre of main interest from Switzerland, licensed or otherwise disposed nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of in the ordinary course of businessmain interest from Germany. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 2 contracts

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

Information Regarding Collateral. No Borrower Party The Issuer and each Guarantor shall effect give the Collateral Agent and the Trustee written notice promptly (and in any event within ten Business Days) of any change (i) in the legal name of any Borrower Party legal nameIssuer or Guarantor, (ii) in the location of any Borrower Party’s the chief executive officeoffice of any Issuer or Guarantor, (iii) in any Borrower Party’s identity or organizational structurestructure of any Issuer or Guarantor, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, of any Issuer or Guarantor or (v) in any Borrower Party’s 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), until (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), any Issuer 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 applicableGuarantor. 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 Issuer and each Guarantor also agrees to promptly notify the Lender Collateral Agent of any change in the new location of any office 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 at which any portion of Collateral with a fair market value, individually or in the aggregate, in excess of $2 million is located. If any Person asserts any Lien, encumbrance or adverse claim against any investment property that forms part of the Collateral (other than pursuant to the Security Agreements or clauses (1) or (5) of the definition of Permitted Liens), the Company will promptly notify the Collateral Agent. The 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 $250,000 is located (including the establishment 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 in this Section 4.26, each Issuer and each Guarantor shall make such new office or facility), other than (a) changes in location filings and take such action as shall be necessary to a mortgaged property, (b) Collateral which is in-transit or perfect and continue the perfection of the security interest in the possession Collateral in favor of employees, (c) the Collateral which is out for repair or processing Agent on behalf of the Holders of the Notes and (d) the Collateral sold, licensed or otherwise disposed of in Agent and the ordinary course of businessTrustee shall have no obligation to do so. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Indenture (Johnstone Tank Trucking Ltd.)

Information Regarding Collateral. No Borrower (a) Each U.S. Loan Party shall will not effect any change (i) in such U.S. Loan Party's legal name or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower such U.S. Loan Party’s '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 at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower such U.S. Loan Party’s 's identity or organizational corporate structure, (iv) in any Borrower such U.S. Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower such U.S. Loan Party’s '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 applicable Collateral Agent and the Applicable Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party officers' certificate), or such lesser notice period agreed to by the Lenderapplicable 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 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 Lender applicable Collateral Agent or the Applicable Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender applicable Collateral Agent to maintain the perfection and priority of the security interest of the Lender applicable Collateral Agent for the benefit of the applicable Secured Parties in the applicable 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 Loan Party also agrees promptly to promptly notify the Lender of Agents if 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 any material portion of the Collateral with a value in excess of $250,000 is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year (commencing with Fiscal Year 2008) pursuant to clause (b) of Section 8.035.01, each Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower (i) setting forth the information required pursuant to Sections 1, 2, 3, 4, 7, 8, 10, 11, 12, 13 and 14 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Samsonite Corp/Fl)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal nameLoan 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, (iiB) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s identity or corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Restatement Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Restatement Date of any Equity Interests of any Subsidiary to any Person other than the Company or another Subsidiary; (aiv) changes any liquidation or dissolution after the Restatement Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Restatement Date or at any time thereafter ceasing to be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 10 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Company, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Company setting forth the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Restatement Date or the date of the most recent certificate delivered pursuant to this Section.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No (a) Each of the Parent Guarantor and the Borrower Party shall effect will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s corporate structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of the Parent Guarantor and the Borrower will not, and will not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than ten (a10) changes days after any such change and (ii) all filings have been made under the applicable Uniform Commercial Code or otherwise that are required in location order for the Collateral Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interests in all the Collateral. Each of the Parent Guarantor and the Borrower will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 8.037.01(b), the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of the Borrower 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 reasonably requested by the Administrative Agent with respect to the Collateral.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal nameLoan Party’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Organizational Documents, (iiB) any change in the location of any Borrower Party’s chief executive officeoffice of a Loan Party, (iiiC) in any Borrower Loan Party’s identity corporate structure or organizational structure, (ivD) in any Borrower Loan Party’s Federal Taxpayer Identification Number Number; (ii) any formation or organizational identification numberacquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, if anytransfer, lease, issuance or other disposition (vby way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or a Restricted Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary 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 any Borrower Party’s jurisdiction of organization the preceding sentence unless a reasonable period has been provided (such period to be at least three Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each casecase that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, including by merging 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 Trustee if any material portion of the Collateral is damaged or destroyed. 108 US-DOCS\104110541.24 (b) In the case of the Borrower, each year, at the time of delivery of the annual financial statements with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdictionrespect to the preceding fiscal year pursuant to Section 5.04(a), until (A) it shall have given deliver to the Lender not less than 10 days’ prior written notice (in the form of an Administrative Agent a certificate of a duly authorized officer of a Borrower Party ), 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 Financial Officer of the security interest of Borrower setting forth (i) 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements information required pursuant to Section 8.03, Borrower shall deliver 4.3 of the Guarantee and Collateral Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to the Lender a Perfection Certificate Supplementthis Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Revolving Credit Agreement

Information Regarding Collateral. No Borrower Party (a) The Company shall, and it shall cause the Subsidiary Guarantors to, not effect any change (i) in the legal name of any Borrower Party legal nameLoan Party, (ii) in the location of any Borrower such Loan Party’s 's chief executive office, (iii) in any Borrower such Loan Party’s 's identity or organizational structure, (iv) in any Borrower such Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower such Loan Party’s '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 Collateral Agent and the Administrative Agent not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower such Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Documents corporate or similar organizational documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also The Company and each other Subsidiary granting a security interest in Collateral pursuant to a Security Document agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.1, Borrower the Company shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of the chief financial officer of the Company 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: First Lien Senior Credit Agreement (Wellman Inc)

Information Regarding Collateral. (a) No later than the date on which the Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 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 Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless 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 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 Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, Collateral Release Period. (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 5.04(a) except during a Collateral which is in-transit 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 possession date of employees, the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral which is out for repair Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or processing and (dSection 5.06(a)(i)(D) that occurred during the applicable Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) The Borrowers will furnish to the Administrative 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) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive office of any Borrower Party’s identity Loan Party or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, only with respect to any 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, of such Loan Party. The Borrowers also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any material assets are acquired by any Loan Party after the 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) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, the Borrowers will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Loan Document Obligations and will take 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, all at the expense of the Borrowers and, in the case of clause (ii), all to the extent required by merging with the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction)Collateral Document, until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements, except to the Lender extent delivered pursuant to maintain the perfection and priority of the security interest of the Lender ABL Credit Agreement or related loan documents, (C) enter into Control Agreements 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 respect of any change 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 location law of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), jurisdiction other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessUnited States. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Collateral Agent prompt written notice of any change (i) in such Loan Party’s corporate name or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral. Each Loan Party also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.035.01, Borrower the Borrowers shall deliver to the Lender Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)

Information Regarding Collateral. No Holdings and the Borrower will not, and will not permit any other Credit Party shall to, effect any change (i) in any Borrower Party Credit Party’s legal name, (ii) in the location of any Borrower Credit 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 at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower Credit Party’s identity or organizational structure, (iv) in any Borrower Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Credit Party’s jurisdiction of organization (in each case, 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 Lender not less than 10 days’ Administrative Agent prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), 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 Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to requested by the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Credit Party agrees to promptly provide the Lender Administrative Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Credit Party also agrees to promptly notify the Lender Administrative 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower Party shall effect (a) The Company will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive office of any Borrower Party’s identity Loan Party or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or, with respect to any 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 of such Loan Party. The Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Company also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Effective Date or (vii) any material assets are acquired by any Loan Party after the 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 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, all at the expense of the Company. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 obtain landlord lien waivers or collateral access agreements with respect 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 their retail operating store locations or (C) enter into Control Agreements in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.Excluded Deposit Account

Appears in 1 contract

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

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 Collateral Agent and 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 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral 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 Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyMortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, (b) Collateral which is in-transit or Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to 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 possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessFirst Lien Credit Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

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

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice of any change (i) in such Loan Party’s corporate name or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.035.01, the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of the Borrower (i) setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Amendment Agreement (Consolidated Communications Holdings, Inc.)

Information Regarding Collateral. No Borrower Party shall effect any change (a) Furnish to the Administrative Agent and the Collateral Agent (i) (A) in the case of the Borrower, at least 15 Business Days’ prior written notice of any Borrower proposed change, and (B) in the case of any other Loan Party, any other Restricted Subsidiary that is a party to a Security Document or any issuer of Capital Stock pledged by a French Loan Party legal pursuant to any French Pledge and Security Agreement, written notice within 30 days of any change, in each case relating to such Loan Party’s (x) corporate name, (y) without prejudice to any other limitations in this Agreement, jurisdiction of formation, incorporation or organization or jurisdiction in which its place of business (or the chief executive office if there is more than one place of business) is situated, or (z) identity or corporate structure, and (ii) in the location written notice of any Borrower Party’s chief executive office, (iii) in proposed change within 30 days thereof relating to any Borrower Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number (if applicable); provided that the Loan Parties agree not to effect or organizational identification numberpermit any such change unless and until all filings have been made under the Uniform Commercial Code (or foreign equivalent) or other filings, if anyrecordations or steps that are required have been made or taken, or (v) in any Borrower Party’s jurisdiction of organization (in each case, in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in, and Lien upon, all the Collateral. The Loan Parties also agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Within 15 days after the end of each fiscal quarter of Parent, (i) deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party listing all registrations, issuances, and applications for registration or issuance of Intellectual Property (including by merging with or into any other entityPatents and Trademarks, reorganizingbut excluding Internet domain names, dissolving, liquidating, reorganizing or organizing in any other jurisdictionregistered Copyrights and Copyright applications), until (ii) with respect to US registered Copyrights, use reasonable best efforts to deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party, listing all US registered Copyrights, in each case filed, acquired by, or transferred or assigned to, such Person at any time during such fiscal quarter, and (iii) deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party listing any Patent that has become a Specified Patent (as defined in the Pledge and Security Agreement) during such fiscal quarter that has not previously been (A) it shall have given the Lender not less than 10 days’ prior written notice identified as a Specified Patent in a Quarterly New IP and Specified Patent Report (as defined in the form of an certificate of a duly authorized officer of a Borrower Party ), Pledge and Security Agreement) 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 included in the definition of Specified Patent as of the Closing Date; provided that information not provided to Parent or such other applicable Loan Party by local counsel within such 15-day period shall have taken all action reasonably satisfactory be delivered, as required pursuant to this Section 5.06(b), in the certificate for the immediately succeeding fiscal quarter of Parent, and (ii) comply with the requirements of Section 5.09 with respect to such Intellectual Property in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in, and Lien upon, such Intellectual Property. Notwithstanding the foregoing, solely to the Lender to maintain extent and solely during 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 period in which it maintains books a Governmental Authority requires that a Patent or records relating Patent application remains secret, no Loan Party shall be required to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently comply with the delivery disclosure requirements of financial statements pursuant this Section 5.06(b) with respect to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplementsuch Patent or Patent application.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Alcatel Lucent)

Information Regarding Collateral. No (a) The Lead Borrower Party shall effect will furnish to the Administrative 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 Borrower Party legal nameLoan 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, (ii) in the location of any Borrower Loan Party’s chief executive officeoffice or its principal place of business, (iii) in any Borrower Loan Party’s identity or organizational corporate structure, (iv) in the Canadian Borrower’s or any Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) of its Subsidiaries’ jurisdictions of operation including an change in any Borrower Party’s jurisdiction of organization (in each case, including by merging with office 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 store in which it maintains books or records relating to Collateral owned by it or any office office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or location from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the 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 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 with a value 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 excess of $250,000 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 (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, . (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.01(a)(i), the Lead Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Lead Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Second Restatement Effective Date or the date of the most recent Perfection Certificate delivered pursuant to this Section. (c) Should any of the information on any of the Schedules hereto become misleading in any 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 such Schedule shall result in the modification or expansion of any permissible transactions set forth in Article 6 hereof from those in existence immediately prior to the delivery of such updated schedules.

Appears in 1 contract

Sources: Credit Agreement (Circuit City Stores Inc)

Information Regarding Collateral. No Borrower Party (a) The Company will furnish to the Administrative Agent prompt written notice (which shall effect in any event be provided by the earlier of (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreement would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Borrower Party Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (ii) any change in the location jurisdiction of incorporation or organization of any Borrower Loan Party’s chief executive office, (iii) any change in the form of organization of any Borrower Party’s identity or organizational structure, Loan Party and (iv) any change in any Borrower Loan Party’s organizational identification number or Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or 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 to be set forth on the Lender not less than 10 days’ prior written notice (in the form of an certificate face of a duly authorized officer of Uniform Commercial Code financing statement. Upon request, the Company agrees to deliver all executed or authenticated financing statements and other filings under the Uniform Commercial Code (or analogous law in a Borrower Party )non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue to have a valid, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change legal 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 perfected security interest of in all 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of following any such new office or facility), other than (a) changes in location to a mortgaged property, change. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower the Company shall deliver to the Lender Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate Supplementand indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or (ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date).

Appears in 1 contract

Sources: Credit Agreement (Abm Industries Inc /De/)

Information Regarding Collateral. No Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower Party shall effect will furnish to the Agents prompt written notice of any change in: (ia) in any Borrower Party Loan Party’s legal name, ; (iib) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 located in Canada owned by it or any office or facility at which any portion of Collateral with a value located in excess of $250,000 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 (other than (athe opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) changes in location shall be provided to a mortgaged property, (b) Collateral which is in-transit or in the possession Agents solely upon request of employees, the Administrative Agent; (c) Collateral which is out for repair any Loan Party’s organizational structure or processing and jurisdiction of incorporation or formation; or (d) Collateral sold, licensed any Loan Party’s Federal Taxpayer Identification Number or otherwise disposed organizational identification number assigned to it by its state of organization. The Loan Parties agree not to effect or permit any change referred to in the ordinary course preceding sentence unless after 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 business. (a) Concurrently Applicable Law and, with the delivery of financial statements pursuant respect to Section 8.03, Borrower shall deliver Term Priority Collateral but subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Pre-Petition Term Loan Documents and Liens permitted under clause (m) of the definition of “Permitted Encumbrances”) security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties.

Appears in 1 contract

Sources: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Pier 1 Imports Inc/De)

Information Regarding Collateral. No Borrower Party shall effect Holdings and the other Borrowers will furnish to the Administrative Agent prompt written notice of: (a) With respect to any U.S. Credit Party, any change (i) in any Borrower Party Credit Party’s (A) legal name, (iiB) 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 (F) 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 such Credit Party’s corporate name, (B) in the location of any Borrower such Credit Party’s chief executive Chief Executive Office, its principal place of business, registered 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 (other than de-minimis portions of Collateral) owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than or (C) in such Credit Party’s identity or corporate structure. (c) Within 5 Business Days prior to any change referred to in clause (a) changes in location to a mortgaged property, or (b) Collateral which is in-transit above, Holdings and the other Borrowers agree to make, or to provide to the Administrative Agent all the information required to enable it to make, all filings under the UCC (or the analogous legislation in any other relevant jurisdiction) or otherwise that are required in order for the possession of employeesAdministrative Agent to continue at all times following such change to have a valid, (c) Collateral which is out for repair or processing legal and perfected security interest in all the Collateral. (d) Collateral soldPromptly upon, licensed and in any event within ten Business Days after, Holdings or otherwise disposed any other U.S. Credit Party acquires any fee owned (or the 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 Real Property to be used for any material manufacturing operations, notice of such acquisition, together with Holding’s good faith determination of the ordinary course Fair Market Value of businessany such fee owned (or equivalent) Real Property. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Syndicated Facility Agreement (Acco Brands Corp)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Navisite Inc)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes any Subsidiary that is an Excluded Subsidiary 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 location the preceding sentence unless 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, 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 Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the First Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) No 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 shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 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 Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless 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 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 B▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, 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 5.04(a) except during a Collateral which is in-transit 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 possession date of employees, the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral which is out for repair Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or processing and (dSection 5.06(a)(i)(D) that occurred during the applicable Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative 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) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party’s chief executive officemerger or consolidation), (iii) in any Borrower Party’s identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or its organizational identification number, if any, and its Federal Taxpayer Identification Number, in each case under this clause (iv), only with respect to any 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 of such Loan Party. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (vb) If any material assets are acquired by any Loan Party after the 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 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 Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 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 jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary 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 g▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the changes described in Term Credit Agreement or the preceding sentence. Each Borrower Party also agrees to 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 Lender of any change in the location of any office in which it maintains books or records relating Administrative Agent and cause such assets to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location be subjected to a mortgaged property, (b) Collateral which is in-transit or in Lien securing the possession of employees, (c) Collateral which is out for repair or processing Secured Obligations and (dii) Collateral soldtake, licensed or otherwise disposed of in cause such Subsidiary to take, as the ordinary course of business. (a) Concurrently with case may be, such actions as shall be necessary or reasonably requested by the delivery of financial statements pursuant Administrative Agent to Section 8.03grant and perfect such Lien, Borrower shall deliver and to cause such Liens securing Indebtedness under the Term Credit Agreement and such Liens securing the Secured Obligations to become subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement, all at the expense of the Loan Parties.

Appears in 1 contract

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

Information Regarding Collateral. (a) No 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 shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 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 Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless 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 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 ▇▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent US-DOCS\155682452.9 US-DOCS\155682452.9 and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, 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 5.04(a) except during a Collateral which is in-transit 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 possession date of employees, the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral which is out for repair Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or processing and (dSection 5.06(a)(i)(D) that occurred during the applicable Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower 3. Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a mortgaged propertyCollateral Release Period, (b) Collateral which is in-transit the Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral 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 in the ordinary course Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed, other than during a Collateral Release Period. (a) Concurrently with 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 8.035.04(a) except during a Collateral Release Period, Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary. (b) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the 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 applicable Collateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal nameLoan 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, (iiB) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary to any person other than the Company or another Subsidiary; (aiv) changes any liquidation or dissolution after the Closing Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 10 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Company, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Company setting forth the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy Inc)

Information Regarding Collateral. No Borrower Party shall effect (a) Furnish to Agent at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) in any Borrower Party Obligor's legal name, ; (ii) in the location of any Borrower PartyObligor’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 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); (iii) any Obligor’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Obligors shall not effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all such action, if any, reasonably requested by ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 Agent under the UCC or otherwise that is required in order for Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to Permitted Liens) for its own benefit and the benefit of the other than (a) changes Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in location connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a mortgaged property, Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (b) Collateral which is in-transit 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 possession of employeesClosing 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, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course case of business. (a) Concurrently with any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the 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 financial statements pursuant such updated Schedules or such revision of a representation; nor shall any such supplement or revision to Section 8.03, Borrower shall deliver to any Schedule or representation be deemed the Lender a Perfection Certificate SupplementSecured Parties’ waiver of any Default resulting from the matters disclosed therein.

Appears in 1 contract

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

Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) in any 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 [*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.038.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Loan Agreement (Raptor Pharmaceutical Corp)

Information Regarding Collateral. No (a) The Parent or the Borrower Party shall effect will furnish to the Collateral Agent prompt written notice of any change (i) in the legal name of any Borrower Party legal nameLoan Party, as set forth in its organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive officeLoan Party (including as a result of any merger or consolidation), or (iii) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Parent and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been, or simultaneously will be, made under the Uniform Commercial Code or otherwise 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 in all the Collateral. (vb) in any The 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 (Ai) it shall have given will furnish to the Lender not less than 10 days’ prior Collateral Agent and the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (ii) will ensure that the net proceeds of any such event (whether in the form of an certificate insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by this Agreement and 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. 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, Loan Documents. (c) This Section 5.10 shall not apply during any Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes any Subsidiary that is an Excluded Subsidiary 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 location the preceding sentence unless 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, 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 Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a mortgaged propertyCollateral Release Period, (b) Collateral which is in-transit the Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed of and taking all other actions, in each case that are required in order for the ordinary course of business. Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver subject to the Lender 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 Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Perfection Certificate SupplementCollateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) With respect to any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iiiii) in any Borrower Loan Party’s identity or organizational structure, (iviii) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, any or (viv) in any Borrower Loan Party’s jurisdiction of organization (in each case, including including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it with respect to such change, such Loan Party shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower 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 Lender 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 at which any portion of Collateral with a value in excess of $250,000 is located owned by it (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Mortgaged Property or a leased property subject to a Landlord Access Agreement. Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is subject to a Casualty Event. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice of any change (i) in such Loan Party’s corporate name or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.035.01, the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of the Borrower (i) setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Restatement Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) Furnish to each of the Administrative Agent and the Collateral Agent prompt written notice of (i) any change (i) in any Borrower Party legal name, (iiA) in the location of any Borrower PartyBorrower’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent or the Collateral Agent) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), (C) in the Borrower’s corporate structure or (D) in the Borrower’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary; and (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary of the Borrower or the Company. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (asuch period to be at least 3 Business Days) changes for making all filings under the UCC or otherwise and taking all other actions, in location each case that are required in order for the Collateral Agent to continue at all times following such change to have a mortgaged propertyvalid, 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) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funding Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No (a) The Borrower Party shall effect will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive officeLoan Party (including as a result of any merger, amalgamation or consolidation), (iii) in the location of the chief executive officer of any Borrower Party’s identity Loan Party or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, including only with respect to any 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, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If any Mortgaged Property is acquired by merging with any Loan Party after the Effective Date, the Borrower 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 into any other entityreasonably requested by the Administrative Agent to grant and perfect such Lien, reorganizingall at the expense of the Borrower. It is understood and agreed that, dissolving, liquidating, reorganizing notwithstanding anything to the contrary set forth in this Agreement or organizing in any other jurisdiction)Collateral Document, until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 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 Lender to maintain the perfection and priority of the security interest of the Lender ABL Credit Agreement or related loan documents or (C) enter into Control Agreements 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 respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessExcluded Account. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Term Credit Agreement (Fossil Group, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) Furnish to the Administrative Agent prompt written notice of any change (i) in the Borrower’s or any Borrower Party Restricted Subsidiary’s legal name, (ii) in the location jurisdiction of organization or formation of the Borrower or any Borrower Party’s chief executive officeRestricted Subsidiary, (iii) in the Borrower’s or any Borrower PartyRestricted Subsidiary’s identity or organizational structure, corporate structure or (iv) in the Borrower’s or any Borrower PartyRestricted Subsidiary’s Federal Taxpayer Identification Number Number. The Borrower agrees not to effect or organizational identification number, if anypermit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise 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 in all the Collateral to the same extent as before such change. The Borrower and its Restricted Subsidiaries also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (vb) 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 5.04(a), deliver to the Administrative Agent a certificate of a Responsible Officer setting forth the information required pursuant to Section [__] 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06. (c) Promptly deliver to the Administrative Agent (a) in the event that the Administrative becomes aware of any material adverse change in the value of any Mortgaged Property, at the request of the Administrative Agent, an Appraisal Report with respect to such Mortgaged Property or (b) at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all of the Real Property of the Borrower Party’s jurisdiction of organization (and its Subsidiaries; provided that, 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 each such Appraisal Report shall have given the Lender not less than 10 days’ prior written notice (in the form been completed within 30 days of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdelivery. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Information Regarding Collateral. No Borrower Party shall effect (a) Not make or suffer to exist any change (i) in any Borrower Party the Borrower’s legal name, (ii) in the location of any Borrower Partythe Borrower’s chief executive office, (iii) in any Borrower Partythe Borrower’s identity or organizational structure, (iv) in any Borrower Partythe Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Partythe Borrower’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 Agent not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Agent to maintain the perfection and priority of the security interest of the Lender Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each The Borrower Party agrees agrees, as soon as practicable, to promptly provide the Lender Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each The Borrower Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged Mortgaged Property or a leased property, (b) in each case if different than the location relating to such Collateral which is in-transit or set forth in the possession of employees, (c) Collateral which is out for repair schedules to the Security Agreement or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessmost recent supplement thereto. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(b) for the last month of each fiscal quarter, Borrower shall deliver to the Lender Agent a Perfection Certificate Supplementsupplement to the schedules to the Security Agreement or confirmation that there have been no changes to the information set forth in such schedules since the date of the Security Agreement or the last supplement thereto provided pursuant to this Section 5.13(b).

Appears in 1 contract

Sources: Senior Secured Debtor in Possession Credit Agreement

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officer's Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)..

Appears in 1 contract

Sources: Credit Agreement (SFBC International Inc)

Information Regarding Collateral. No (a) The Borrower Party shall effect will furnish to the Collateral Agent prompt written notice of any change (i) in any Borrower Party legal nameLoan 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, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number or Organizational Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise 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 in all the Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) changes in location to a mortgaged propertyof Section 5.01, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender Collateral Agent a certificate of a Financial Officer of the Borrower (i) either updating any information in the Perfection Certificate Supplementdelivered on the Effective Date that has changed since the delivery of such Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code 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 Collateral have been filed of record in each governmental, municipal or other appropriate office necessary to protect and perfect the security interests under the Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (T Netix Inc)

Information Regarding Collateral. No Borrower Party shall (a) Subject to Section 10.17, not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative 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) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party’s chief executive officemerger or consolidation), (iii) in any Borrower Party’s identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or its organizational identification number, if any, and its Federal Taxpayer Identification Number, in each case under this clause (iv), only with respect to any 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 of such Loan Party. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Fourth Restatement Effective Date or (vii) any 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 reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, to grant and perfect such 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 Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 obtain landlord lien waivers, estoppels or Collateral Access Agreements, (C) enter into Deposit Account Control Agreements in respect of any 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 the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary 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 ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the changes described Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the preceding sentence. Each Borrower Party also agrees to Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Lender of any change in the location of any office in which it maintains books or records relating Administrative Agent and cause such assets to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location be subjected to a mortgaged property, (b) Collateral which is in-transit or in Lien securing the possession of employees, (c) Collateral which is out for repair or processing Secured Obligations and (dii) 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 soldand Guarantee Requirement, licensed including, to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement or otherwise disposed of such Refinancing Indebtedness in respect thereof and such Liens securing the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant Secured Obligations to Section 8.03, Borrower shall deliver become subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement, all at the expense of the Loan Parties.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party’s the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, including by merging only with respect to any 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, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed. (ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days’ prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) 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 any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, 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 will promptly notify the Lender of Administrative Agent thereof and will, as promptly as practicable, and in any change event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the location case of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located clause (including the establishment of any such new office or facilityB), other than within ninety (a90) changes days (or such longer period as the Administrative Agent may agree in location writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a mortgaged propertyLien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, (b) Collateral which is in-transit or including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the possession case of employeesclause (A), (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver all to the Lender a Perfection Certificate Supplement.extent required by the Collateral Documents. It is understood and agreed that, notwithstanding

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (a) No later than the date on which the Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 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 Jetson Acquisition Closing Date, the greater of $225,000,000 and 0.70% of Total Assets and (y) on and after the Jetson Acquisition Closing Date, to the extent it occurs, the greater of $246,500,000 and 0.70% of Total Assets, the Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless 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 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 Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, Collateral Release Period. (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 5.04(a) except during a Collateral which is in-transit 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 possession date of employees, the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. (c) Promptly after the occurrence of a Collateral which is out for repair Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or processing and (dSection 5.06(a)(i)(D) that occurred during the applicable Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 Lender Collateral Agent and Administrative Agent not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of Collateral Agent for the Lender benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and Collateral Agent, upon request, a Perfection Certificate SupplementSupplement 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (AP Gaming Holdco, Inc.)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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. 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 at which any portion material portions of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes any Subsidiary that is an Excluded Subsidiary 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 location the preceding sentence unless 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, 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 Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (i) Holdings will furnish to the Collateral Agent prompt written notice of any change (iA) in any Borrower Party legal Loan Party’s corporate name, ; (iiB) in the location of any Borrower Loan Party’s chief executive office, ; (iiiC) in any Borrower Loan Party’s identity or organizational corporate structure, ; (ivD) in any Borrower Loan Party’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number, if any, or . Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence; (vii) Other than in connection with the Reorganization (provided that it is acknowledged and agreed that any Borrower Party’s jurisdiction transfers of organization (Collateral in each case, including by merging connection with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing the Reorganization shall be made subject to the Liens in any other jurisdictionfavor of the Collateral Agent for the benefit of the Secured Parties), until Holdings agrees not to effect or permit any change referred to in the preceding subclause (ii) unless (A) it shall have given the Lender not less than 10 days’ prior written notice Collateral Agent and the Administrative Agent prompt (and in the form of an certificate of a duly authorized officer of a Borrower Party ), any event within ten (10) days (or such lesser later date as the Administrative Agent may agree) notice period agreed to by the Lender, of its intention so to dofollowing any such change, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and request; (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees applicable (including, without limitation, filings under the UCC or otherwise that are required in order for the Collateral Agent to promptly provide continue at all times following such change to have a valid, legal and perfected security interest in all the Lender with certified Borrower Party Documents reflecting any of the changes described Collateral as contemplated in the preceding sentence. Security Documents); (iii) Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Revolving Loan Priority Collateral with a value in excess of $250,000 1,000,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, 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 (biii) Collateral which is in-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, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of employees in the ordinary course of business.; (aiv) Concurrently with Holdings also agrees promptly after it becomes aware to notify the delivery Collateral Agent (A) if any material portion of financial statements pursuant to Section 8.03the Revolving Loan Priority Collateral is damaged or destroyed or otherwise materially adversely affected; (B) the incurrence of any material Lien (other than Permitted Collateral Liens) on, Borrower shall deliver to or material claim asserted against any of the Lender Collateral; (C) the occurrence of a Perfection Certificate Supplement.Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the Collateral;

Appears in 1 contract

Sources: Revolving Syndicated Facility Agreement (Tronox LTD)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 jurisdictionjurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent and the Lender not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the Lender, of its intention so to doCollateral Agent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentencesentences. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (ax) changes in the location of such Collateral to real property owned by a Loan Party or to leased property subject to a mortgaged propertyLandlord Access Agreement, and (y) changes in the location of inventory to the location of third party vendors of such Loan Party solely for the purpose of further processing, but only so long as the value of such inventory for all Loan Parties does not exceed $1,000,000 in the aggregate. (b) If required pursuant to Section 6.02(a), deliver to the Lender and the Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently Agent a Perfection Certificate Supplement concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement6.01(a).

Appears in 1 contract

Sources: Credit Agreement (Axsys Technologies Inc)

Information Regarding Collateral. No (a) Borrower Party shall, and shall effect cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive officeoffice or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party’s identity or organizational 's corporate structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Borrower Loan Party’s '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). Borrower shall not, until and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (Ai) it shall have given the Lender not less than 10 days’ Administrative Agent and the Collateral Agent prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing any such change and providing (ii) within 30 days of such other information change, all filings have been made under the UCC or otherwise that are required in connection therewith as order for the Lender may reasonably request Collateral Agent to continue at all times following such change to have valid, legal and (B) it shall have taken perfected security interests in all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral. Borrower shall, if applicable. Each Borrower and shall cause each other Loan 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 to, promptly notify the Lender of Administrative Agent and the Collateral Agent if 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 any material portion of the Collateral with a value in excess of $250,000 is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, destroyed. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the each delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.01(b), Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (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 reasonably requested by the Administrative Agent with respect to the Collateral or (ii) confirming that there has been no change in such information as set forth in the Perfection Certificate SupplementCertificate.

Appears in 1 contract

Sources: Credit Agreement (Jda Software Group Inc)

Information Regarding Collateral. No Borrower Party shall effect (a) Holdings and the Borrowers will furnish to the Administrative Agent, prompt written notice of any change (i) in any Borrower Party Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party or the location of any Borrower such Loan Party’s chief executive office, (iii) in the form of organization of any Borrower Party’s identity Loan Party or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party’s jurisdiction of organization (in each caseor, 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 respect to a Loan Party organized under the Lender not less than 10 days’ prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party. Holdings and each Borrower Party ), agree not to effect or such lesser notice period agreed permit any change referred 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. 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 sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to promptly notify continue at all times following such change to have a valid, legal and perfected security interest in all 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Collateral. (b) Collateral which is in-transit or in At the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.038.01(a), Borrower Holdings and the Borrowers shall deliver to the Lender Administrative Agent a completed Supplemental Perfection Certificate, signed by an Authorized Officer of each of Holdings and the Borrowers, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate Supplementand indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or (ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date).

Appears in 1 contract

Sources: Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)

Information Regarding Collateral. No (a) The Borrower Party shall effect --------------------------------- will furnish to the Collateral Agent prompt written notice of any change (i) in any Borrower Party legal Loan Party's corporate name, (ii) in the location jurisdiction of incorporation or organization of any Borrower Loan 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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 any Loan Party maintains books or records relating to Collateral owned by it it, (iv) in any Loan Party's identity or corporate structure or (v) in any office Loan Party's taxpayer identification number or facility organizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at which all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with a value in excess of $250,000 is located (including respect to the establishment of any such new office or facility), other than preceding fiscal year pursuant to clause (a) changes in location to a mortgaged propertyof Section 5.01, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender Collateral Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Wki Holding Co Inc)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the form of its organization (including as a result of any merger, amalgamation or consolidation), (iii) the location of any Borrower Party’s its chief executive office, (iii) in any Borrower Party’s identity or organizational structure, (iv) the jurisdiction in which it maintains any Borrower Party’s Federal Taxpayer Identification Number Collateral, or (v) its organizational identification number, if anyany and the Federal Taxpayer Identification Number of such Loan Party, or in each case of this subclause (v), only with respect to any 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. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected Lien on all the Collateral affected thereby. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Administrative Agent set forth in the Collateral Documents upon the acquisition thereof), 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 reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including Parent and, to the extent required by merging with or into the Collateral Documents, any other entityLoan Party, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant mortgages, 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 obtain landlord lien waivers, estoppels, Collateral Access Agreements or bailee agreements with respect 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 their retail operating store locations or (C) enter into Deposit Account Control Agreements in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessExcluded Account. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Tailored Brands Inc)

Information Regarding Collateral. No Borrower Party shall effect Issuer will furnish to Collateral Agent prior written notice of any change (i) in any Borrower Party legal Note Party’s corporate name, (ii) in the location of any Borrower Note Party’s chief executive officeidentity or corporate structure, or (iii) in any Borrower Note Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or organizational federal taxpayer identification number. Each Note Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC, if anyintellectual property filings (including Intellectual Property Security Agreements to be filed with the U.S. Copyright Office, or (v) in any Borrower Party’s jurisdiction of organization (in each case, including by merging with or into the U.S. Patent and Trademark Office and any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other equivalent and relevant foreign office of competent jurisdiction), until or otherwise that are required (Asubject to Legal Reservations and Perfection Requirements) it shall in order for Collateral Agent to continue at all times following such change to have given a valid, legal and perfected security interest in all the Lender not less than 10 days’ prior written notice (Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the form of an certificate of a duly authorized officer of a Borrower Party ), 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 applicableCollateral Documents. 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of the financial statements pursuant referred to in Section 8.035.1(b), Borrower Issuer shall deliver attach to the Lender Compliance Certificate required to be then delivered by Section 5.1(d) a Perfection Certificate Supplement.report supplementing the Schedules to the Security Agreement. Each Note Party (a) also agrees promptly to notify Collateral Agent if any portion or value of the Collateral (including any Intellectual Property) is at risk, canceled, terminated, rejected, expired, lapsed, damaged or destroyed or the commencement of any action or proceeding relating to any Collateral including for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Insurance/Condemnation Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Note Documents. In or the event that any Person owns more than five percent (5%) of the Equity Interests of any Note Party or any of its Subsidiaries, such Note Party shall promptly provide the Administrative Agent with notice thereof and promptly provide the Agents and the Purchasers with all documentation and other information, including a duly executed W-9 tax form (or such other applicable IRS tax form) of such Persons, required by such institution or its bank regulatory authorities under applicable economic sanctions laws, “know your customer” and other terrorism, counter-terrorism and anti-money laundering rules and regulations, including the PATRIOT Act and the United States Executive Order No. 13224 on Terrorist Financing;

Appears in 1 contract

Sources: Senior Secured Note Purchase Agreement (Vahanna Tech Edge Acquisition I Corp.)

Information Regarding Collateral. No Borrower Party shall effect The Company agrees promptly (and in any event no later than the earlier of (x) 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i) (i) furnish to the Collateral Agent written notice of any change (iA)(A) in any Borrower Party legal Loan Party’sParty’s corporate name, (ii) in the location of any Borrower Party’s chief executive office, (iiiB)(B) in any Borrower PartyLoan Party’sParty’s identity or organizational corporate structure, (ivC)or (C) in any Borrower Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification numbernumber and (ii)and (ii) with respect to any U.S. Loan Party, make all filings under the UCC or otherwise 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 in all material respects in all the Collateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji) for 90 days in regards to each step of the Reorganization; if anyan additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, or (vthe Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in any Borrower Party’s jurisdiction of organization regards to the new change (and shall not be required comply with Section 6.01(ji) 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 regards to the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or initial change assuming that such lesser notice period agreed to change was changed by the Lender, of its intention so subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Company also agrees promptly to do, clearly describing such change and providing such other information in connection therewith as notify the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority Collateral Agent if any material portion of the security interest of the Lender in the Collateral, if applicableCollateral is damaged or destroyed. 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 at which any portion of Collateral with a value in excess of $250,000 is located 187 (including the establishment of any such new office or facilityk), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Refinancing Amendment (Hologic Inc)

Information Regarding Collateral. No Borrower Loan Party shall effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structureform, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing liquidating or organizing in any other jurisdiction)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 location of any Controlled Deposit Account, Controlled Securities Account, Deposit Account or securities account, in each case, that is not an Excluded Account, until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 ten days’ prior written notice (or such shorter period as the Administrative Agent shall agree) (in the form of an certificate of a duly authorized officer Responsible Officer of a Borrower Party the Loan Party), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent may reasonably request request; and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the CollateralCollateral 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 Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Constituent Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which property that is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businesssubject to a Mortgage. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) No 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 shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 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 Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless 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 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 ▇▇▇▇ ▇▇rees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period. (a) Concurrently with 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 8.035.04(a) except during a Collateral Release Period, Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. 123 US-DOCS\159452469.6 (b) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the 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 applicable Collateral Release Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (a) The Company will furnish to the Administrative Agent and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Adminis▇▇▇▇▇ve Agent sh▇▇▇ ▇▇▇▇▇▇▇, prompt written notice of any change (i) in any Borrower Party legal nameLoan 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, (ii) in the location of any Borrower Loan Party’s 's chief executive office, principal place of business or jurisdiction of organization (including any such change resulting from any merger or consolidation involving such Loan Party), (iii) in any Borrower Loan Party’s 's identity or organizational corporate structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or number and (v) in the ownership of any Borrower Party’s jurisdiction of organization (in each case, including by merging with Equity Interests pledged under the Guarantee and Collateral Agreement. The Company agrees not to effect or into permit 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 the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed change referred 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. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence until the Company has notified the Collateral Agent in writing of such change, and that prior to or promptly after any such change the Company will take all such actions as may be required in order that the Collateral Agent shall continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each Borrower Party The Company also agrees promptly to promptly notify the Lender of Collateral Agent if 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 any material portion of the Collateral with a value in excess of $250,000 is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, destroyed. (b) Collateral which is in-transit or in the possession of employees, Each year (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently commencing with the fiscal year ending June 30, 2003), at the time of delivery of annual financial statements pursuant to clause (a) of Section 8.035.01, Borrower the Company shall deliver to the Lender Administrative Agent, for distribution to the Lenders, and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Admi▇▇▇▇▇ative Agent ▇▇▇▇▇ ▇▇▇▇ify, a certificate of a Financial Officer and the chief legal officer of the Company dated as of a recent date and (i) setting forth information of the type set forth in the Perfection Certificate Supplementbut as of the date of such certificate (or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section), (ii) certifying that all Uniform Commercial Code 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period) and (iii) certifying that the Collateral and Guarantee Requirement continues to be satisfied.

Appears in 1 contract

Sources: Term Loan Agreement (Readers Digest Association Inc)

Information Regarding Collateral. No The Borrower Party shall effect any change represents and warrants as of the Closing Date and covenants that: (ia) in any Borrower Party each exact legal name, type of organization, jurisdiction of formation and chief executive office of the Borrower and each other Person providing Collateral pursuant to the Pledge Agreement (iieach, a “Grantor”) at the Closing Date, (b) the exact U.S. taxpayer identification number and organizational identification number of each Grantor at the Closing Date, (c) each exact legal name, type of organization, jurisdiction of formation, and chief executive office of each Direct Foreign Subsidiary that is a Significant Subsidiary at the Closing Date, (d) each exact legal name of each Person owning Subsidiary Securities of any such Direct Foreign Subsidiaries and the number and class of any such Subsidiary Securities owned by such Person, and (e) each exact legal name of each Subsidiary and an indication of whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Direct Foreign Subsidiary or Significant Subsidiary, are specified on Schedule 4.03, as subsection (e) of Schedule 4.03 shall be updated annually in accordance with Section 7.02(b). The Borrower further covenants that it shall not change, and shall not permit any other Grantor or any Direct Foreign Subsidiary that is a Significant Subsidiary to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), the location of any Borrower Party’s its 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 except upon giving written notice (in prior to or immediately following such change) to the form of an certificate of a duly authorized officer of a Borrower Party ), Administrative Agent and the Collateral Agent and (prior to such change or immediately following such change) taking or causing to be taken all such action at Borrower’s or such lesser notice period agreed to other Grantor’s expense as may be required 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 applicable Law to maintain the perfection and priority of the security interest Lien of the Lender Collateral Agent in all Collateral. Without limiting the Collateralgenerality of the foregoing, the Borrower covenants that it shall, and shall cause each Grantor to, (prior to such change or, if applicable. Each Borrower Party agrees later, immediately upon request) take all such action at Borrower’s or such other Grantor’s expense as may be reasonably requested by the Collateral Agent or the Administrative Agent to promptly provide perfect or maintain the Lender with certified Borrower Party Documents reflecting any perfection of the changes described Lien of the Collateral Agent 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessCollateral. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (Tech Data Corp)

Information Regarding Collateral. No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Borrower 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 Lender Collateral Agent and the Administrative Agent not less than 10 30 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officer’s Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyMortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, (b) Collateral which is in-transit or Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, 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 possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessFirst Lien Credit Agreement. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes any Subsidiary that is an Excluded Subsidiary 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 location the preceding sentence unless 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, 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 Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Third Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall effect (i) Promptly upon any occurrence thereof, written notice of any change (iA) in any Borrower Party legal nameLoan Party's name or in any trade name used to identify it in the conduct of its business or in the ownership of its Properties, (iiB) in the location of any Borrower Loan Party’s 's chief executive office, its principal place of business or any asset constituting Collateral (including the installation of any asset constituting Collateral at a location where Collateral has not previously been located), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal taxpayer identification number; (ii) promptly upon any incurrence thereof, written notice of any material casualty or damage to, or any destruction of, the Collateral or any Real Estate Assets or the commencement of any action or proceeding for the taking of any Collateral or Real Estate Assets or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; and (iii) concurrently with the delivery of the financial statements referred to 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 CLAUSE (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an SECTION 8.1, a certificate of a duly authorized officer Responsible Officer of a the Borrower Party ), (A) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such lesser notice period agreed information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant 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 this Agreement and (B) it shall certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations (which are required to have taken been filed, recorded or registered in accordance with this Agreement), including all action reasonably satisfactory refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to CLAUSE (A) above to the Lender extent necessary to maintain the perfection protect and priority of perfect the security interest interests under the Security Agreement for a period of not less than 18 months after the Lender in the Collateral, if applicable. Each Borrower Party agrees date of such certificate (except as noted therein with respect 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 continuation statements 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any be filed within such new office or facilityperiod), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.;

Appears in 1 contract

Sources: Credit Agreement (Pathnet Telecommunications Inc)

Information Regarding Collateral. No Borrower Party shall effect (a) Furnish to the Administrative Agent prompt written notice of any change (i) in the Borrower’s or any Borrower Party Restricted Subsidiary’s legal name, (ii) in the location jurisdiction of organization or formation of the Borrower or any Borrower Party’s chief executive officeRestricted Subsidiary, (iii) in the Borrower’s or any Borrower PartyRestricted Subsidiary’s identity or organizational structure, corporate structure or (iv) in the Borrower’s or any Borrower PartyRestricted Subsidiary’s Federal Taxpayer Identification Number Number. The Borrower agrees not to effect or organizational identification number, if anypermit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise 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 in all the Collateral to the same extent as before such change. The Borrower and its Restricted Subsidiaries also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (vb) 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 5.04(a), deliver to the Administrative Agent a certificate of a Responsible Officer setting forth the information required pursuant to Sections 2, 3 and 4 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06. (c) Promptly deliver to the Administrative Agent (a) in the event that the Administrative becomes aware of any material adverse change in the value of any Mortgaged Property, at the request of the Administrative Agent, an Appraisal Report with respect to such Mortgaged Property or (b) at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all of the Real Property of the Borrower Party’s jurisdiction of organization (and its Subsidiaries; provided that, 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 each such Appraisal Report shall have given the Lender not less than 10 days’ prior written notice (in the form been completed within 30 days of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdelivery. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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 any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions 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 at which any portion of Collateral with a value in excess of $250,000 is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed of and taking all other actions, in each case that are required in order for the ordinary course of business. Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver subject to the Lender a Perfection Certificate Supplement.limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No (a) The Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party’s chief executive office, Loan Party (including as a result of any merger or consolidation) or (iii) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in or, with respect to 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 Loan Party organized under the Lender not less than 10 days’ prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower Party ), agrees not to effect or such lesser notice period agreed permit any change referred 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. 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 sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) The Borrower will furnish to the Administrative Agent prompt written notice of (i) the acquisition by any Loan Party also agrees to promptly notify of, or any real property otherwise becoming, a Mortgaged Property after the Lender Effective Date and (ii) the acquisition by any Loan Party of any change in other material assets after 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility)Effective Date, other than (ax) changes any assets constituting Collateral under the Security Documents in location to which the Administrative Agent shall have a mortgaged propertyvalid, legal and perfected security interest (bwith the priority contemplated by the applicable Security Document) Collateral which is in-transit or upon the acquisition thereof and (y) Excluded Assets (as defined in the possession of employees, Collateral Agreement). (c) Collateral The Borrower will, as promptly as practicable, notify the Administrative Agent of the existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of required to be in the ordinary course of business. (a) Concurrently with the delivery of financial statements effect pursuant to Section 8.03, Borrower shall deliver to clause (f) of the Lender a Perfection Certificate Supplementdefinition of the term “Collateral and Guarantee Requirement” but is not yet in effect.

Appears in 1 contract

Sources: Credit Agreement (Pandora Media, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 which the property is re-located until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Patriot Manufacturing, Inc.)

Information Regarding Collateral. No Borrower Party shall not effect any change (i) in any Borrower Party its legal name, (ii) in the location of any Borrower Party’s its chief executive office, (iii) in any Borrower Party’s its identity or organizational structure, (iv) in any Borrower Party’s its Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party’s its 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’ ten (10) days prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party 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 applicableapplicable (subject to the limitations set forth in Section 8.12(b)). Each Borrower Party agrees to provide promptly provide the Lender with certified Borrower Party Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to notify 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, and (c) Collateral which is out for repair or processing and (d) Collateral soldprocessing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, licensed or otherwise disposed of in the ordinary course of businessMARKED 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. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Loan Agreement (Adamas Pharmaceuticals Inc)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 Collateral Agent and 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 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral 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 Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s 's jurisdiction of organization (in each case, 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 Lender applicable Collateral Agents and the applicable Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the Lendersuch Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender such Collateral Agents or such Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the Lender benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender applicable Collateral Agents with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender applicable Administrative Agents and applicable Collateral Agents a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrowers certifying that all UCC financing statements (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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (LNT Leasing II, LLC)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party’s chief executive officemerger or consolidation), (iii) in any Borrower Party’s identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or its organizational identification number, if any, or, with respect to any 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, its Federal Taxpayer Identification Number. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Second Restatement Effective Date or (vii) any material assets are acquired by any Loan Party after the Second 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 reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 obtain landlord lien waivers or Collateral Access Agreements with respect 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 their retail operating store locations or (C) enter into Deposit Account Control Agreements in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessExcluded Deposit Account. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Ascena Retail Group, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) in any Borrower Loan Party’s identity or organizational structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower 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 (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender 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 Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party’s the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party’s identity or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party’s jurisdiction of organization (, in each case, including by merging only with respect to any 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, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed. (ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days’ prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) 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 any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, 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 will promptly notify the Lender of Administrative Agent thereof and will, as promptly as practicable, and in any change event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the location case of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located clause (including the establishment of any such new office or facilityB), other than within ninety (a90) changes days (or such longer period as the Administrative Agent may agree in location writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a mortgaged propertyLien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause (b) A), all to the extent required by the Collateral which Documents. It is in-transit understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the possession of employeesLoan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (c3) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessenter into Control Agreements with respects to Excluded Accounts. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent and the Collateral Agents prompt written notice of any change (i) in such Loan Party's corporate name or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Party’s identity or organizational structureits principal place of business, (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 the form of an certificate of a duly authorized officer of a Borrower Party ), 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. 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 at which any portion of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party's identity or corporate structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party's jurisdiction of organization. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agents thirty (30) days' prior written notice and (ii) all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a mortgaged propertyvalid, legal and perfected security interest in all the Collateral. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in Each year, at the possession time of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.035.01, the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 11, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) 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 Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Polymer Group Inc)

Information Regarding Collateral. No Borrower (a) Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party’s chief executive officemerger or consolidation), (iii) in any Borrower Party’s identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party’s Federal Taxpayer Identification Number or its organizational identification number, if any, or, with respect to any 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, its Federal Taxpayer Identification Number. Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) If (i) any Mortgaged Property is acquired by any Loan Party after the Third Restatement Effective Date or (vii) any material assets are acquired by any Loan Party after the Third 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 reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Borrower Party’s jurisdiction of organization (in each caseCollateral Document, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until the Loan Parties shall not be required to (A) it shall have given the Lender not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )grant leasehold mortgages, 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 obtain landlord lien waivers or Collateral Access Agreements with respect 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 their retail operating store locations or (C) enter into Deposit Account Control Agreements in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender respect 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessExcluded Deposit Account. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender a Perfection Certificate Supplement.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower Party (a) The Issuer shall effect promptly notify the Collateral Agent if any change material portion of the Collateral is physically damaged, destroyed or condemned. (ib) in any Borrower Party legal nameEach year, (ii) in within 120 days after the location end of any Borrower Party’s chief executive officethe preceding fiscal year, (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 the Issuer shall have given deliver to the Lender not less than 10 days’ prior written notice (in Trustee and the form of an Collateral Agent a certificate of a duly authorized officer of a Borrower Party ), responsible financial or such lesser notice period agreed accounting Officer setting forth the information required pursuant to the schedules required by the LenderSecurity Documents or confirming that there has been no change in such information since the date of the prior annual financial statements. (c) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, of its intention so to doexcept in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, clearly describing such change and providing such appraiser or other information in connection therewith as the Lender may reasonably request and expert. (Bd) it shall have taken all action reasonably satisfactory Notwithstanding anything to the Lender contrary herein, the Issuer and its Subsidiaries will not be required to maintain the perfection and priority comply with all or any portion of Section 314(d) of the security interest TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Lender SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral. (e) Without limiting the generality of Section 13.5(c) above, certain no action letters issued by the SEC have permitted an indenture qualified under the TIA to contain provisions permitting the release of Collateral from Liens under such indenture in the ordinary course of the Issuer’s business without requiring the Issuer to provide certificates and other documents under Section 314(d) of the TIA. The Issuer and the Subsidiary Guarantors may, subject to the provisions of this Indenture without any release or consent by the Trustee, the Collateral Agent or First-Lien Collateral Agent, conduct ordinary course activities with respect to the Collateral, if applicable. Each Borrower Party agrees including, without limitation: (1) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to promptly provide the Lender with certified Borrower Party Lien of the Security Documents reflecting that has become worn out, defective, obsolete or not used or useful in the business; (2) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the changes described in Security Documents; (3) surrendering or modifying any franchise, license or permit subject to the preceding sentence. Each Borrower Party also agrees to promptly notify Lien of the Lender of any change in Security Documents that it may own or under which it may be operating; (4) altering, repairing, replacing, changing the location or position of any office in which it maintains books or records relating and adding to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located its structures, machinery, systems, equipment, fixtures and appurtenances; (including the establishment of any such new office or facility)5) selling, other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed transferring or otherwise disposed disposing of inventory or accounts receivable in the ordinary course of business.; and (a6) Concurrently with making cash payments (including for the delivery repayment of financial statements pursuant to Section 8.03, Borrower shall deliver to Indebtedness or interest) from cash that is at any time part of the Lender a Perfection Certificate SupplementCollateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents.

Appears in 1 contract

Sources: Indenture (Atp Oil & Gas Corp)

Information Regarding Collateral. No (a) The Borrower and each Parent Company shall, and shall cause each Loan Party shall to, not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party’s chief executive officeoffice or legal domicile, (iii) in any Borrower Loan Party’s identity or organizational organiza tional structure, (iv) in any Borrower Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s jurisdiction of organization (in each case, 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 Lender Collateral Agent and the Administrative Agent not less than 10 days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )notice, or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory requested by the Collateral Agent to maintain (to the Lender to maintain extent provided in the perfection applicable Security Document) the perfec- tion and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 1.0 million in value is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Collateral which is in-transit or in the possession of employeesThe Borrower and each Parent Company shall, (c) Collateral which is out for repair or processing and (d) Collateral soldshall cause each Loan Party to, licensed or otherwise disposed of in the ordinary course of business. (a) Concurrently with the delivery of financial statements pursuant to Section 8.03, Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent or the Collateral Agent necessary to obtain or maintain (to the extent provided in the applicable Security Document) a Perfection Certificate Supplementvalid, perfected First Priority Lien on any Collateral acquired after the Closing Date.

Appears in 1 contract

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

Information Regarding Collateral. No Borrower (a) Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) in the location of any Borrower Loan Party’s chief executive office, (iii) corporate name as set forth 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 the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, 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. 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 at which any portion material portions of Collateral with a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the 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; and (aiv) changes any Subsidiary that is an Excluded Subsidiary 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 location the preceding sentence unless 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 Trustee to continue at all times following such change to have a mortgaged propertyvalid, 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 Trustee if any material portion of the Collateral is damaged or destroyed. (b) Collateral which is in-transit or in In the possession case of employeesthe Borrower, (c) Collateral which is out for repair or processing and (d) Collateral soldeach year, licensed or otherwise disposed at the time of in the ordinary course of business. (a) Concurrently with the delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.035.04(a), Borrower shall deliver to the Lender 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 Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. No Borrower Party shall (a) Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party’s 's chief executive office, (iii) in any Borrower Loan Party’s 's identity or organizational structure, (iv) in any Borrower Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party’s '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 (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender 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 Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender 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 any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement. (ab) Concurrently with the delivery of financial statements pursuant to Section 8.035.01(a), Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)