Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction. (b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been given.
Appears in 9 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to the Term Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Term Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Term Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 5, 6, 7, 8, 9, 9 and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 6 contracts
Sources: Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal 's corporate name (as set forth or in any trade name used to identify it in the conduct of its certificate business or in the ownership of organization or like document)its properties, (ii) in the jurisdiction of incorporation or organization location of any Loan Party Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it to the extent that such collateral has an aggregate fair market value in excess of $1,000,000 or any office or facility at which Collateral owned by it is located (including the form establishment of its organization any such new office or facility), (iii) in any Loan Party’s organizational identification number 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Holdings and the Borrower agree not to effect or permit any change referred to in the extent preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such Loan Party is organized or owns Mortgaged Property change to have a valid, legal and perfected security interest in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionall the Collateral.
(b) Not later than five days after In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.04(a), the Borrower shall deliver to the Administrative Agent a certificate executed by of a Responsible Financial Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been given5.06.
Appears in 5 contracts
Sources: Credit Agreement (Fs Equity Partners Iii Lp), Credit Agreement (Koll Donald M), Credit Agreement (Cb Richard Ellis Services Inc)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b) (and, in any event, not later than five days after the date on which such financial statements were required to have been delivered), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on as of the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 6.03 5.03 have been given.
Appears in 5 contracts
Sources: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or organization, (iii) in any Loan Party’s organizational identification number to or (iv) in the extent that such location of any Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionParty’s chief executive office.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs Sections 1, 6, 7, 8, 910, 11 and 10 12 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 4 contracts
Sources: First Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.)
Information Regarding Collateral. (a) The Holdings or the Parent Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Parent Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Parent Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 1(b), 2, 5, 6, 7, 8, 9, and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted wholly-owned Subsidiary that has become, or ceased to be, be a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 or 5.12 have been given.
Appears in 4 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) 60 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after the delivery of financial statements pursuant to Section 6.01(a5.01(a), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 Schedules I through IV of the Perfection Certificate Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned wholly-owned Domestic Subsidiary that is a Restricted Subsidiary and that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 6.03 5.03 have been given.
Appears in 4 contracts
Sources: Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.), Incremental Assumption and Amendment (European Wax Center, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to the Term Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Term Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Term Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, 9 and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 3 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Term Loan Credit Agreement (Builders FirstSource, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b) (and, in any event, not later than five days after the date on which such financial statements were required to have been delivered), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on prior to the Closing Restatement Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03or Section 4.03(j), (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Virtu Financial, Inc.), Restatement Agreement (Virtu Financial, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document)corporate name, (ii) in the jurisdiction of incorporation organization or organization formation of any Loan Party or in the form of its organization or Party, (iii) in any Loan Party’s organizational identification number identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the extent preceding sentence unless all filings have been made, or will be made within 30 days following such change (or such longer date as the Collateral Agent may agree in its sole discretion), under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such Loan Party change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is organized damaged or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictiondestroyed.
(b) Not later than five days after In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.04(a), the Borrower shall deliver to the Administrative Agent a certificate executed by of a Responsible Financial Officer of the Borrower (i) setting forth the any information required pursuant to Paragraphs Sections 1, 63, 75, 8, 9, 9 and 10 11 of the Perfection Certificate (or to the extent such request relates to specific information contained in the Perfection Certificate, such information) or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been given5.06.
Appears in 3 contracts
Sources: Credit Agreement (AAC Holdings, Inc.), Incremental Loan Assumption Agreement (AAC Holdings, Inc.), Credit Agreement (AAC Holdings, Inc.)
Information Regarding Collateral. (a) The Holdings or a Co-Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days Business Days after delivery of financial statements are required to be delivered pursuant to Section 6.01(a5.01(a), the Borrower Holdings shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower Holdings (i) setting forth the information required pursuant to Paragraphs 11(a), 1(f), 6, 7, 8, 9, 7 and 10 9 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter year and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 3 contracts
Sources: Second Amendment (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b) (and, in any event, not later than five days after the date on which such financial statements were required to have been delivered), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 3 contracts
Sources: Incremental Revolving Facility Amendment and Joinder Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt with five days’ (and in any event within thirty (30) days or such longer shorter period as reasonably agreed to by the Administrative Agent) prior written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number number; provided that, the time limitations in this provision shall not apply to any change in the extent that such Loan Party is organized or owns Mortgaged Property legal name of TA Midco 1, LLC to SkinnyPop Popcorn LLC in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionconnection with the Acquisition.
(b) Not later than five days after Concurrently with the delivery of financial statements pursuant to Section 6.01(a5.01(a), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary of the Borrower that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 6.03 5.03 have been given.
Appears in 2 contracts
Sources: Credit Agreement (TA Holdings 1, Inc.), Credit Agreement (TA Holdings 1, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization or the location of the chief executive office of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five (5) days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), the Borrower shall will deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03, (ii) identifying any Wholly Owned Domestic Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iiiii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 2 contracts
Sources: Credit Agreement (American Public Education Inc), Credit Agreement (American Public Education Inc)
Information Regarding Collateral. (a) The Holdings, Intermediate Holdings, or a Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) 60 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), Holdings, Intermediate Holdings or the Borrower Borrowers shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings, Intermediate Holdings or the Borrower Borrowers (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 Schedules I through IV of the Perfection Certificate Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned wholly-owned Domestic Subsidiary that is a Restricted Subsidiary and that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 6.03 5.03 or Section 5.12 have been given.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization or the location of the chief executive office of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five (5) days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Borrower shall will deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10 9 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) ten days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a), 6, 7, 8, 9, 1(b) and 10 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary of the Borrower that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by this Section 6.03 5.03 have been given.
Appears in 2 contracts
Sources: Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (PDL Biopharma, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal 's corporate name (as set forth or in any trade name used to identify it in the conduct of its certificate business or in the ownership of organization or like document)its properties, (ii) in the jurisdiction of incorporation or organization location of any Loan Party Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it to the extent that such collateral has an aggregate fair market value in excess of $1,000,000 or any office or facility at which Collateral owned by it is located (including the form establishment of its organization any such new office or facility), (iii) in any Loan Party’s organizational identification number 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Holdings and the Borrower agree not to effect or permit any change referred to in the extent preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such Loan Party is organized or owns Mortgaged Property change to have a valid, legal and perfected security interest in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.all the Collateral. 63
(b) Not later than five days after In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.04(a), the Borrower shall deliver to the Administrative Agent a certificate executed by of a Responsible Financial Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 6.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been given5.06.
Appears in 1 contract
Sources: Credit Agreement (Malek Frederic V)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the First Lien Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five (5) days after delivery of financial statements pursuant to Section 6.01(a5.01(a), Holdings or the Borrower shall deliver to the First Lien Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 62(a), 75, 8, 9, 6 and 10 8 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 1 contract
Sources: First Lien Credit Agreement (Brigham Minerals, Inc.)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 610, 7, 8, 9, 11 and 10 12 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 1 contract
Sources: Credit Agreement (Endurance International Group Holdings, Inc.)
Information Regarding Collateral. (a) The Holdings or the Parent Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction...
(b) Not later than five days Business Days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Parent Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Parent Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03, and (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been givenquarter.
Appears in 1 contract
Information Regarding Collateral. (a) The Holdings or the Parent Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 60 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction...
(b) Not later than five days Business Days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Parent Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Parent Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03, and (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 have been givenquarter.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Credit Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Credit Party or in the form of its organization or (iii) in any Loan Credit Party’s organizational identification number to the extent that such Loan Credit Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a6.1(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Agreement Date or the date of the most recent certificate delivered pursuant to this Section 6.036.4, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 6.4 have been given.
Appears in 1 contract
Sources: Credit Agreement (Installed Building Products, Inc.)
Information Regarding Collateral. (a) The AT Finance Holdings or the Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification or registration number to the extent that such Loan Party is organized organized, incorporated or owns Mortgaged Property in a jurisdiction where an organizational identification or registration number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a), AT Finance Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of AT Finance Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 6, 7, 8, 9, and 10 Schedules I through IV of the Perfection Certificate U.S. Collateral Agreement and any analogous schedules of any other Security Document or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted wholly-owned Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 or 5.12 have been given.
Appears in 1 contract
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03Section, (ii) identifying any Wholly Owned Restricted Subsidiary and that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 1 contract
Information Regarding Collateral. (a%3) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdictionnumber.
(ba) Not later than five days after delivery of financial statements pursuant to Section 6.01(a5.01(a) or (b) (and, in any event, not later than five days after the date on which such financial statements were required to have been delivered), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1Sections 1(a)(i), 61(b), 72, 85, 9, 6 and 10 8 (other than 8(f)) of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on prior to the Closing Restatement Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.03or Section 4.03(j), (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Credit Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Credit Party or in the form of its organization or (iii) in any Loan Credit Party’s organizational identification number to the extent that such Loan Credit Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b) Not later than five days after delivery of financial statements pursuant to Section 6.01(a6.1(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 63, 4, 7, 8, 9, 11 and 10 13 of the Perfection Information and Collateral Disclosure Certificate or confirming that there has been no change in such information since the date of the Perfection Information and Collateral Disclosure Certificate delivered on the Closing Agreement Date or the date of the most recent certificate delivered pursuant to this Section 6.036.4, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 6.4 have been given.
Appears in 1 contract
Sources: Credit Agreement (Installed Building Products, Inc.)
Information Regarding Collateral. (a1) The Borrower will furnish to the Term Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Term Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number to the extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in a UCC financing statement for such jurisdiction.
(b2) Not later than five days after delivery of financial statements pursuant to Section 6.01(aSection
5.01 (a), the Borrower shall deliver to the Term Administrative Agent a certificate executed by a Responsible Officer of the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 5, 6, 7, 8, 9, 9 and 10 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 6.035.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal quarter and (iii) certifying that all notices required to be given prior to the date of such certificate by Section 6.03 5.03 have been given.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Installed Building Products, Inc.)