Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 5 contracts
Sources: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.), Credit Agreement (Davita Inc)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each 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 Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of 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 4 contracts
Sources: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)
Information Regarding Collateral. Not effect (a) With respect to any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (ii) in any Loan Party's identity or organizational structure, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, any or (viv) in any Loan Party’s '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 Collateral Agent and the Administrative Agent not less than 30 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral is located owned by it (including the establishment of any such new office or facility), other than changes in location to a 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 Mortgaged Propertythe Collateral is subject to a Casualty Event.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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 3 contracts
Sources: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 3 contracts
Sources: Credit Agreement (Rovi Corp), Credit Agreement (Rovi Corp), Credit Agreement (Rovi Corp)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (viv) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given give the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to material Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Landlord Access Agreement.
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Second Lien Credit Agreement (Lifetime Brands, Inc)
Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s its Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan 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 Collateral Agent and the Administrative Agent Lender not less than 30 10 days’ prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicable. Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent 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 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 Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement (Progenics Pharmaceuticals Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s 's legal namename (including as a result of a changing identity or organizational structure), (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (viii) in any 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 Collateral Agent and the Administrative Agent not less than 30 15 days’ ' prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required under any Loan Document. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 2 contracts
Sources: Credit Agreement (HealthSpring, Inc.), Credit Agreement (HealthSpring, Inc.)
Information Regarding Collateral. Not effect any change (ia) in any Loan Transaction Party’s legal name, (iib) in the location of any Loan Transaction Party’s chief executive office, (iiic) in any Loan Transaction Party’s identity or organizational structure, (ivd) in any Loan Transaction Party’s Federal Taxpayer Identification Number or organizational identification number, number (if any, ) or (ve) in any Loan Transaction 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), in each case, until (Ai) it PESRM shall have given the Collateral Agent and the Administrative Agent MLC not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)MLC, of its intention so to dodo (or, with respect to the change in PESRM’s name and organizational structure anticipated to occur in anticipation of or substantially concurrently with the IPO, ten (10) Business Days’ notice), clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent MLC may reasonably request and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it the Transaction Parties shall have taken all action reasonably satisfactory to the Collateral Agent MLC to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties MLC in the Collateral, if applicableincluding such actions required to comply with the requirements of Section 3.4 of the Supply and Offtake Security Agreement and the Mortgage in favor of the SOA Collateral Agent. Each Loan Transaction Party agrees to promptly provide the Collateral Agent MLC with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Transaction Party also agrees to promptly notify the Collateral Agent MLC of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Third Party Consent Agreement.
Appears in 2 contracts
Sources: Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.), Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any 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 Collateral Agent and the Administrative Agent not less than 30 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to SECTION 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of 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 2 contracts
Sources: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)
Information Regarding Collateral. (a) Not effect any change change, (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if 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 Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by (in the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aform of an Officers’ Certificate) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 2 contracts
Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify Lender of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 10 days’ prior written notice, or such lesser notice period agreed to by (in the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aform of an Officers’ Certificate) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agent Lender with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Kemet Corp), Credit Agreement (Kemet Corp)
Information Regarding Collateral. Not effect any change (ia) in any Loan Party’s legal name, (iib) in the location of any Loan Party’s chief executive office, (iiic) in any Loan Party’s identity or organizational structure, (ivd) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (ve) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), in each case, until (Ai) it the Borrower shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to dodo (or, with respect to the change in the Borrower’s name and organizational structure anticipated to occur in anticipation of or substantially concurrently with the IPO, ten (10) Business Days’ notice), clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it the Loan Parties shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicableincluding such actions required to comply with the requirements of Section 3.4 of the Security Agreement and Section 4 of the Mortgage in favor of the Collateral Agent. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Third Party Consent Agreement.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $1.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 2 contracts
Sources: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)
Information Regarding Collateral. Not (a) The Borrower will not, and will cause each of the other Loan Parties not to, effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until ) unless (A) it shall have given the Collateral Administrative Agent and the Administrative Collateral Agent not less than 30 at least five days’ prior written notice, notice (or such lesser notice period as may be agreed to by the Collateral Administrative Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(ain its sole discretion) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the CollateralCollateral following such change, if applicable. .
(b) Each Loan Party agrees year, at the time of delivery of annual financial statements with respect to promptly provide the Collateral preceding Fiscal Year pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent with certified Constitutive Documents reflecting any a certificate of a Financial Officer of the changes described in Borrower setting forth the preceding sentence. Each Loan Party also agrees information required pursuant to promptly notify the Collateral Agent Sections 1(a) and 8 of any each Perfection Certificate or confirming that there has been no change in such information since the location date of any office in which it maintains books such Perfection Certificate delivered on the Effective Date or records relating the date of the most recent certificate delivered pursuant to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertythis Section.
Appears in 2 contracts
Sources: Credit Agreement (Solutia Inc), Credit Agreement (Solutia Inc)
Information Regarding Collateral. Not No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Requisite Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.
Appears in 2 contracts
Sources: Indenture (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 6.1(b), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Borrower agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 2 contracts
Sources: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc), Amendment and Restatement Agreement (Jacobs Entertainment Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days, subject to extension in the sole discretion of the Collateral Agent) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.
Appears in 2 contracts
Sources: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.
Appears in 2 contracts
Sources: Credit Agreement (Railamerica Inc /De), Credit Agreement (Railamerica Inc /De)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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 2 contracts
Sources: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, ; (ii) in the location of any Loan Party’s chief executive office, ; (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, ; or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent Agent, the Collateral Trustee and the Administrative Agent and the Collateral Trustee not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent or the Collateral Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changeas applicable), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent, the Administrative Agent or the Administrative Agent Collateral Trustee (as applicable) may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent or the Collateral Trustee (as applicable) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties or the Collateral Trustee in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent and the Collateral Trustee, if applicable, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 2 contracts
Sources: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)
Information Regarding Collateral. Not effect any change (i) in any Loan PartyBorrower’s legal name, name or (ii) in the location of any Loan PartyBorrower’s chief executive registered office, until it shall have given the Collateral Agent and the Facility Agent not less than ten (iii10) in days’ prior written notice. And with respect to (i) any Loan PartyBorrower’s identity or organizational structure, or (ivii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan PartyBorrower’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), not effect any change until (A) it shall have given the Collateral Agent and the Administrative Facility Agent not less than 30 thirty (30) days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Facility Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Borrower agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement (Equinix Inc)
Information Regarding Collateral. (a) Not effect effect, with respect to any Grantor, any change (i) in any Loan Partysuch Grantor’s legal name, (ii) in the location of any Loan Partysuch Grantor’s chief executive office, (iii) in any Loan Partysuch Grantor’s identity or organizational structure, (iv) in any Loan Partysuch Grantor’s Federal Taxpayer Identification Number federal taxpayer identification number or organizational identification number, if any, or (v) in any Loan Partysuch Grantor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 thirty (30) days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Borrower agrees to promptly provide the Collateral Administrative Agent with certified Constitutive 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, each Loan Party also hereby agrees that it will at all times maintain its jurisdiction of organization as Delaware or one of the other States within the United States of America.
(b) With respect to promptly notify the Eligible Assets and the Pledge Additional Collateral Agent of any change Assets, the Loan Parties shall take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent, to perfect (in the location case of any office in which it maintains books or records relating to Eligible Loan Assets and Pledged Additional Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityAssets), other than changes in location protect and more fully evidence the ownership by the Loan Parties of Mortgaged Propertythe Eligible Assets and Pledged Additional Collateral Assets.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Information Regarding Collateral. (a) Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 30 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees .
(b) Concurrently with the delivery of financial statements pursuant to promptly notify the Section 5.01(a), deliver to Administrative Agent and Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertya Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Required Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Required Lenders may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent at the direction of the Required Lenders to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located it.
(including b) Concurrently with the establishment delivery of any such new office or facilityfinancial statements required by Section 5.01(b), Company shall deliver to each Lender (i) a list of locations in which any Loan Party maintains Collateral having an aggregate book value in excess of $500,000 (other than changes locations temporarily occupied by a Loan Party for the purpose of acquiring seismic data, and excluding Collateral in-transit), and (ii) a list of locations in location of Mortgaged Propertywhich the Loan Parties are acquiring seismic data (or expect to acquire seismic data for more than 30 days during the next six months), in each case, reasonably identifying the assets maintained (or to be maintained) in each such location.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Global Geophysical Services Inc), Second Lien Credit Agreement (Global Geophysical Services Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Ventiv Health Inc), Credit Agreement (Inventiv Health Inc)
Information Regarding Collateral. (a) Not effect effect, with respect to any Grantor, any change (i) in any Loan Partysuch Grantor’s legal name, (ii) in the location of any Loan Partysuch Grantor’s chief executive office, (iii) in any Loan Partysuch Grantor’s identity or organizational structure, (iv) in any Loan Partysuch Grantor’s Federal Taxpayer Identification Number federal taxpayer identification number or organizational identification number, if any, or (v) in any Loan Partysuch Grantor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 thirty (30) days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party The Borrower agrees to promptly provide the Collateral Administrative Agent with certified Constitutive 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, each Loan Party also hereby agrees to promptly notify the Collateral Agent that it will at all times maintain its jurisdiction of any change organization as Delaware (or, in the location case of any office in which it maintains books the Borrower, Maryland) or records relating one of the other States within the United States of America.
(b) With respect to Collateral owned the Borrowing Base Assets or Fee-Related Earnings, the Secured Guarantors shall take all action necessary or required by it the Loan Documents or any office by Law, or facility at which Collateral is located (including requested by the establishment Administrative Agent, to perfect, protect and more fully evidence the ownership by the Secured Guarantors of any such new office or facility)each Qualifying Loan Party, other than changes in location of Mortgaged Propertyeach Borrowing Base Covenant Subsidiary, each Borrowing Base Asset and each Borrowing Base Account.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any 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 Collateral Agent Trustee and the Administrative Agent not less than 30 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Trustee, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent Trustee or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Trustee to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent Trustee of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Trustee a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Administrative Agent or Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees agrees, as soon as practicable, to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Agreement or the most recent supplement thereto.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent a supplement 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 (Delta Petroleum Corp/Co)
Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent and the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.
Appears in 1 contract
Information Regarding Collateral. Not No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Required Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction, but excluding any merger, reorganization, dissolution, liquidation or organization of one or more Guarantors (other than Holdings) into another Loan Party so long as none of the changes described in (i) through (v) results with respect to such other Loan Party), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent upon request with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Sources: Credit Agreement (TiVo Corp)
Information Regarding Collateral. Not (a) No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Requisite Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Requisite Lenders may reasonably request and request; (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Lenders to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Agreement. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Property subject to a Mortgage or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Instruments or the most recent supplement thereto.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.6(a), each Credit Party shall, deliver to the Administrative Agent a supplement to the schedules to the Security Instruments or confirmation that there have been no changes to the information set forth in such schedules since the date of the Security Instruments or the last supplement thereto provided pursuant to this Section 5.17(b).
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Information Regarding Collateral. Not The Company shall not and shall not permit any of its Subsidiaries to effect any change (i) in any Loan Party’s Issuer's legal name, (ii) in the location of any Loan Party’s Issuer's chief executive office, (iii) in any Loan Party’s Issuer's identity or organizational structure, (iv) in any Loan Party’s Issuer's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s Issuer's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Agent, in each case, to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Issuer agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Issuer also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Sources: Purchase and Security Agreement (Brown Jordan International Inc)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees .
(b) Concurrently with the delivery of financial statements pursuant to promptly notify Section 6.01(a), deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Responsible 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 Agent have been filed of any change record in the location of any each governmental, municipal or other appropriate office in which it maintains books or records relating each jurisdiction necessary to protect and perfect the security interests and Liens under the Collateral owned by it or Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any office or facility at which Collateral is located (including the establishment of any continuation statements to be filed within such new office or facilityperiod), other than changes in location of Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior (or, in the case of the foregoing clause (ii), prompt subsequent) written noticenotice (in the form of an officers’ certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Sources: Credit Agreement (Vycom Corp.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Property.financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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
Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the Revolving Credit Loan Documents and the First Lien Term Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidatingliquidat- ing, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $2.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not Other than pursuant to the Par Acquisition, not effect any change (i) in the legal name of any Loan Transaction Party’s legal name, (ii) in the location of any Loan Transaction Party’s chief executive office, (iii) in any Loan Transaction Party’s identity or organizational structure, (iv) in any Loan Transaction Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Transaction Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Party A not less than 30 days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Party A, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Party A may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Party A to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Party A in the Collateral, if applicable. Each Loan Transaction Party agrees to promptly provide the Collateral Agent with Party A certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of ; provided that certified Organization Documents reflecting any change changes described in the location of any office preceding sentence effected in which it maintains books connection with the Par Acquisition shall be provided to Party A on or records relating to Collateral owned by it or any office or facility at which Collateral is located (including before the establishment of any such new office or facility), other than changes in location of Mortgaged Property8th Amendment Effective Date.
Appears in 1 contract
Sources: First Lien Isda Schedule (Par Pacific Holdings, Inc.)
Information Regarding Collateral. Not No Credit Party shall effect any change (or allow any Unrestricted Subsidiary that is a Domestic Subsidiary to effect any change) (i) in any Loan Credit Party’s or any Unrestricted Subsidiary’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s or any Unrestricted Subsidiary’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s or Unrestricted Subsidiary’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Requisite Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.
Appears in 1 contract
Sources: Indenture (Gevo, Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees .
(b) At the reasonable request of the Administrative Agent or the Required Lenders (which request shall be made no more than once per fiscal year of the Company unless a Default or Event of Default shall have occurred and be continuing) deliver to promptly notify the Administrative Agent a Perfection Certificate and a certificate of a Responsible Officer and the chief legal 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 Agent have been filed of any change record in the location of any each governmental, municipal or other appropriate office in which it maintains books or records relating each jurisdiction necessary to protect and perfect the security interests and Liens under the Collateral owned by it or Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any office or facility at which Collateral is located (including the establishment of any continuation statements to be filed within such new office or facilityperiod), other than changes in location of Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing reincorporation or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of consigned inventory (but only to the extent the amount or value of such consigned inventory is not material) to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Sources: Credit Agreement (AGY Holding Corp.)
Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s Federal its federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan 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 Collateral Agent and the Administrative Agent Lender not less than 30 days’ [****] days prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)▇▇▇▇▇▇, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicableapplicable (subject to the limitations set forth in Section 8.15(b)). Each Loan Party ▇▇▇▇▇▇▇▇ agrees to provide promptly provide the Collateral Agent ▇▇▇▇▇▇ with certified Constitutive Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent 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 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 Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.
Appears in 1 contract
Sources: Loan Agreement (REGENXBIO Inc.)
Information Regarding Collateral. Not effect (a) Following any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, office or (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given give the Collateral Agent and the Administrative Agent Agents written notice of such change (in the form of an Officers’ Certificate) not less more than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after following such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Agents may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken take all action reasonably satisfactory to requested by the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentencesentence within 30 days of such change. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility) within 30 days of such change.
(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), other than changes in location of Mortgaged Propertydeliver to the Administrative Agents and the Collateral Agent an Assets Questionnaire Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iviii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (viv) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees .
(b) Concurrently with the delivery of financial statements pursuant to promptly notify Section 5.01(a) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of any change a Financial Officer and the chief legal officer of Parent certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, required to have been filed under the Security Documents have been filed of record in the location of any each governmental, municipal or other appropriate office in each jurisdiction in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyfiling is so required.
Appears in 1 contract
Sources: Credit Agreement (Bearingpoint Inc)
Information Regarding Collateral. Not (a) The Borrower will not, and will cause each of the other Loan Parties not to, effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Loan Party’s jurisdiction of organization (in each case, 98-98- 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 Collateral Administrative Agent and the Administrative Collateral Agent not less than 30 at least five days’ prior written notice, notice (or such lesser notice period as may be agreed to by the Collateral Administrative Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(ain its sole discretion) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the CollateralCollateral following such change, if applicable. .
(b) Each Loan Party agrees year, at the time of delivery of annual financial statements with respect to promptly provide the Collateral preceding Fiscal Year pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent with certified Constitutive Documents reflecting any a certificate of a Financial Officer of the changes described in Borrower setting forth the preceding sentence. Each Loan Party also agrees information required pursuant to promptly notify the Collateral Agent Sections 1(a) and 8 of any each Perfection Certificate or confirming that there has been no change in such information since the location date of any office in which it maintains books such Perfection Certificate delivered on the Effective Date or records relating the date of the most recent certificate delivered pursuant to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertythis Section.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Information Regarding Collateral. Not Other than with respect to any Immaterial Subsidiary, (a) not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive officeoffice (if such Loan Party is not a registered organization), (iii) in any Loan Party’s identity or organizational structuretype, (iv) in any Loan Party’s Federal Taxpayer Identification Number federal taxpayer identification number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, the Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (A) it shall have given gives the Collateral Agent and the Administrative Agent not less than 30 thirty (30) days’ prior written notice, (or such lesser notice shorter period as agreed to in writing by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aAgent) or (b) prior written notice may be delivered promptly after of such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken takes all action reasonably satisfactory to requested by the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, subject to the terms, conditions and limitations of this Agreement and the Security Documents. Each Loan Party agrees to shall promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Sources: Credit Agreement (Inotiv, Inc.)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility).
(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), other than changes in location of Mortgaged Propertydeliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 1 contract
Sources: Credit Agreement (Banta Corp)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 5 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required hereunder. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement (to the extent there has occurred any change in the information disclosed in the Perfection Certificate or the most recently delivered Perfection Certificate Supplement, as the case may be) 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 (Itron Inc /Wa/)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysfive (5) Business Days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent upon its request with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)
Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s Federal its federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan 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 Collateral Agent and the Administrative Agent Lender not less than 30 days’ ten (10) days prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicableapplicable (subject to the limitations set forth in Section 8.12(b)). Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent 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 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 Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of each Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records relating to Collateral owned by it, (iii) in any Loan Party’s identity or organizational structurethe Borrower’s or any Guarantor’s form of organization, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing liquidating or organizing in any other jurisdiction), until (A) it shall have given the Collateral Administrative Agent and the Administrative Collateral Agent not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent or the Administrative Collateral Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify provide as soon as reasonably practicable to the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $2.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the First Lien Term Loan Credit Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Sources: Amendment Agreement (Tousa Inc)
Information Regarding Collateral. Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 5 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured 38669945_32 Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord’s Lien Waiver, Access Agreement and Consent.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Holdings certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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 (USA Mobility, Inc)
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer’s Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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. Not No Pledgor shall effect any change (i) in any Loan Party’s Pledgor's legal name, (ii) in the location of any Loan Party’s Pledgor's chief executive office, (iii) in any Loan Party’s Pledgor's identity or organizational structure, (iv) in any Loan Party’s Pledgor's Federal Taxpayer Identification Number or organizational identification numbernumber or similar number as is applicable in the jurisdiction of organization or incorporation of such Pledgor, if any, or (v) in any Loan Party’s Pledgor's jurisdiction of organization or incorporation, as applicable (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written notice, ' (or such lesser notice shorter period as agreed to by the Collateral Administrative Agent in its reasonable discretion) prior written notice (it being understood that with respect in the form of a certificate from a Responsible Officer of the Company in form and substance reasonably satisfactory to changes solely due to transactions permitted by Section 7.4(athe Administrative Agent) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Pledged Collateral, if applicable. Each Loan Party Upon Administrative Agent's request, each Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Pledgor also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 1 contract
Sources: Security Agreement (Itron Inc /Wa/)
Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the Revolving Credit Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not (a) The Borrower will not, and will cause each of the other Loan Parties not to, effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until ) unless (A) it shall have given the Collateral Administrative Agent and the Administrative Collateral Agent not less than 30 at least ten days’ prior written notice, notice (or such lesser notice period as may be agreed to by the Collateral Administrative Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(ain its sole discretion) or (b) notice may be delivered promptly after such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the CollateralCollateral following such change, if applicable. .
(b) Each Loan Party agrees year, at the time of delivery of annual financial statements with respect to promptly provide the Collateral preceding Fiscal Year pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent with certified Constitutive Documents reflecting any a certificate of a Financial Officer of the changes described in Borrower setting forth the preceding sentence. Each Loan Party also agrees information required pursuant to promptly notify the Collateral Agent Sections 1(a) and 8(a) of any each Perfection Certificate or confirming that there has been no change in such information since the location date of any office in which it maintains books such Perfection Certificate delivered on the Effective Date or records relating the date of the most recent certificate delivered pursuant to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertythis Section.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Information Regarding Collateral. (a). Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not The Loan Parties will not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Consent Agreement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 5 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees .
(b) Concurrently with the delivery of financial statements pursuant to promptly notify the Section 5.01(a), deliver to Administrative Agent and Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertya Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of Mortgaged Propertyfinancial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any 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 Collateral Agent and the Administrative Agent not less than 30 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentencesentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in the location of such Collateral to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the 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 (Ionics Inc)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Sources: First Lien Credit Agreement (Thompson Creek Metals CO Inc.)
Information Regarding Collateral. Not Other than pursuant to the DIP Orders, not effect any change (ia) in any Loan Party’s legal name, (iib) in the location of any Loan Party’s chief executive officeoffice (if such Loan Party is not a registered organization), (iiic) in any Loan Party’s identity or organizational structuretype, (ivd) in any Loan Party’s Federal Taxpayer Identification Number federal taxpayer identification number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, the Borrower shall promptly notify the Administrative Agent in writing of such change), or (ve) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (Ai) it shall have given gives the Collateral Agent and the Administrative Agent not less than 30 thirty (30) days’ (or such shorter period as agreed to in writing by the Administrative Agent) prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after of such change), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)ii) it shall have taken takes all action reasonably satisfactory to requested by the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, subject to the terms, conditions and limitations of this Agreement and the Security Documents. Each Loan Party agrees to shall promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent Agents in writing of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.
Appears in 1 contract
Sources: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any 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 Collateral Agent and the Administrative Agent not less than 30 days’ ' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
Appears in 1 contract
Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit 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 Fixed Asset Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Fixed Asset Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Fixed Asset Collateral Agent and the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent (and, in the case of the Fixed Asset Collateral, the Fixed Asset Collateral Agent) for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent and the Fixed Asset Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.
Appears in 1 contract
Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.
Appears in 1 contract
Information Regarding Collateral. Not (a) No Loan Party shall effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any such Loan Party’s chief executive officeoffice or legal domicile, (iii) in any such Loan Party’s identity or organizational structure, (iv) in any such Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any such 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 Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to requested by the Collateral Administrative Agent to maintain (to the extent provided in the applicable Loan Document) the perfection and priority of the security interest Lien of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral 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 Collateral in excess of $1,000,000 in value is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.
(b) Each Loan Party shall deliver to the Administrative Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent necessary to obtain or maintain (to the extent provided in the applicable Loan Document) a valid, perfected First Priority Lien on any Collateral acquired after the Closing Date.
Appears in 1 contract
Sources: Revolving Credit Agreement (Foamex International Inc)