Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed. (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 13 contracts
Samples: Security Agreement (New Playboy Inc), Security Agreement (Terex Corp), Credit Agreement (Hechinger Co)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)) other than with respect to Collateral (A) consisting of goods in transit between facilities, whether in vehicles owned by the applicable Grantor or on common carriers and (B) located in temporary warehousing which will remain in such warehousing for no longer than one month, (iii) in its identity or type of organization or corporate structure or structure, (iv) in its Federal Taxpayer Identification NumberNumber or organizational identification number, as applicable, or (v) in its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the preceding sentence. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 4 contracts
Samples: Security Agreement (Advance Auto Parts Inc), Security Agreement (Advance Auto Parts Inc), Credit Agreement (Western Auto Supply Co/)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent Agent, as soon as practicable after an executive officer of the Grantor learns thereof, if any material portion of the Collateral owned or held by such the Grantor is damaged or destroyed.
(b) Each The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned or held by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such the Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 3 contracts
Samples: Security Agreement (MGC Communications Inc), Security Agreement (Winstar Communications Inc), Security Agreement (Winstar Communications Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor The Company agrees promptly to notify the Collateral Administrative Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)) other than with respect to Collateral (A) consisting of goods in transit between facilities, whether in vehicles owned by the Company or on common carriers and (B) located in temporary warehousing which will remain in such warehousing for no longer than one month, (iii) in its identity or corporate structure type of organization or legal structure, (iv) in its Federal Taxpayer Identification NumberNumber or organizational identification number, as applicable or (v) in its jurisdiction of organization. Each Grantor The Company agrees promptly to provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the preceding sentence. The Company agrees not to effect or permit any change referred to in the preceding sentence sentences unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor The Company agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral owned or held by such Grantor the Company is damaged or destroyed.
(b) Each Grantor The Company agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor the Company is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Administrative Agent may reasonably request, promptly to prepare and deliver to the Collateral Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 3 contracts
Samples: Security Agreement (CNS Response, Inc.), Security Agreement (CNS Response, Inc.), Security Agreement (CNS Response, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing at least fifteen (15) days (or such shorter period of time as may be agreed to by the Collateral Agent) prior written notice of any change (i) in its corporate name corporate, limited liability company or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiespartnership name, (ii) in the location of its chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located business (including the establishment of any such new office or facility), (iii) in its identity or corporate organizational structure or (iv) in its Federal Taxpayer Identification NumberNumber or state organizational number. Each Grantor agrees not to effect or permit any change referred to above in the preceding sentence this Section 4.01 unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security Lien (prior and superior in right and interest to any other Person other than with respect to Permitted Liens) in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Great Atlantic & Pacific Tea Co Inc), Security Agreement (Great Atlantic & Pacific Tea Co Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Administrative Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records sufficient to enable the preparation of financial statements in accordance with GAAP indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Administrative Agent may reasonably request, promptly to prepare and deliver to the Collateral Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Knowles Electronics LLC), Security Agreement (Knowles Electronics LLC)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days’ prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (GameStop Corp.), Security Agreement (GameStop Corp.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing and the Trustee prompt written notice of any change in (which in any event shall be furnished within 10 days): (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, such Grantor’s name; (ii) in the location of its such Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity such Grantor’s type of legal entity or corporate structure jurisdiction of incorporation or formation; or (iv) in its such Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code or otherwise UCC that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral (subject to Permitted Priority Liens) to the extent such security interest may be perfected by the filing of a Financing Statement under the UCC for its own benefit and the benefit of the other Secured Parties. Each Grantor agrees promptly to notify the The Collateral Agent if shall have no duty to inquire about any material portion of the Collateral owned or held by such changes described in this clause (a), the parties acknowledging and agreeing that each Grantor is damaged or destroyedsolely responsible to take all action described in the immediately preceding sentence.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Bloom Energy Corp), Security Agreement (Bloom Energy Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)) other than with respect to Collateral (A) consisting of goods in transit between facilities, whether in vehicles owned by the applicable Grantor or on common carriers and (B) located in temporary warehousing which will remain in such warehousing for no longer than one month, (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Laralev Inc), Security Agreement (Advance Stores Co Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) any change in its corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent's Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless Upon receipt of such notice, Collateral Agent shall promptly make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each , and each Grantor agrees promptly not to notify effect or permit any change referred to in the preceding sentence until all such filings have been made by the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyedAgent.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Marsh Supermarkets Inc), Security Agreement (Marsh Supermarkets Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each The Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such the Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Tel Save Holdings Inc), Credit Agreement (Tel Save Holdings Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Administrative Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Loan Party’s name; (ii) in the location of its any Loan Party’s chief executive officeoffice or, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Loan Party’s organizational legal entity designation or corporate structure jurisdiction of incorporation or formation; (iv) in its any Loan Party’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Administrative Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof), a first priority security interest in all of the Collateral. Each Grantor agrees promptly Xxxxxxxx Collateral (subject only to notify the Collateral Agent if any material portion Permitted Liens having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral owned or held (subject only to (i) with respect to the ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by such Grantor is damaged or destroyedoperation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral and the Xxxxxxxx Collateral owned by it as is consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral or the Xxxxxxxx Collateral, and, at such time or times as the Collateral Administrative Agent may reasonably requestrequest in writing, promptly to prepare and deliver to the Collateral Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Administrative Agent showing the identity, amount and location of any and all Collateral and Xxxxxxxx Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Toys R Us Inc), Security Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral for which perfection or priority, as the case may be, may be established by any such filings. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Shared Technologies Inc), Credit Agreement (Shared Technologies Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records sufficient to enable the preparation of financial statements in accordance with GAAP indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Lpa Services Inc), Security Agreement (Donjoy LLC)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral for its benefit and the benefit of the Secured Parties subject to no other Liens other than Prior Liens and Permitted Liens of the type described in clauses (iii), (v), (vi), (xi) and (xiv) of the definition thereof. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, in each case to the extent required by GAAP, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Constar Inc), Security Agreement (Constar International Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Grantor’s name; (ii) in the location of its any Grantor’s chief executive officeoffice or, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational legal entity designation or corporate structure jurisdiction of incorporation or formation; (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its jurisdiction of incorporation or formation; or (v) the acquisition by any Grantor of any material property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein (to the extent perfection of the Security Interest in such property is required by the terms hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (to the extent perfection of the Security Interest in such property is required by the terms hereof) first priority security interest in all of the Collateral. Each Grantor agrees promptly Xxxxxxxx Collateral (subject only to notify the Collateral Agent if any material portion Permitted Liens having priority by operation of Applicable Law) and a second priority security interest in all of the Collateral owned or held (subject only to (i) with respect to the ABL Collateral only, Liens securing the obligations of the Grantors with respect to the ABL Credit Agreement, and (ii) Permitted Liens having priority by such Grantor is damaged or destroyedoperation of Applicable Law) for its benefit and the benefit of the other Secured Parties.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral and the Xxxxxxxx Collateral owned by it as is consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include materially complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral or the Xxxxxxxx Collateral, and, at such time or times as the Collateral Agent may reasonably requestrequest in writing, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral and Xxxxxxxx Collateral.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Toys R Us Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless it shall have given the Collateral Agent 10 days notice of such change and shall promptly make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 2 contracts
Samples: Security Agreement (Alamosa Holdings Inc), Security Agreement (Alamosa Properties Lp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing writing, or to ensure that such notice is given in the first report thereafter pursuant to Section 5.15A of the Credit Agreement, of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Non Shared Collateral Security Agreement (Allied Waste Industries Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify provide the Collateral Agent with written notice promptly, but in writing any event within seven (7) Business Days, following the occurrence of any change (i) in its name, corporate name structure or in any trade name used to identify it in the conduct jurisdiction of its business or in the ownership of its propertiesorganization, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ) or (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, Collateral and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Oneida LTD)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days' prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent's Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (GameStop Corp.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Grantor’s name; (ii) in the location of its any Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify (i) with respect to the ABL Priority Collateral Agent if any material portion only, Permitted Encumbrances under the ABL Financing Facility, and (ii) other Permitted Encumbrances having priority by operation of Applicable Law) for its own benefit and the benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Secured Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Subsidiary Grantor agrees promptly to notify the Collateral Agent Trustee in writing writing, or to ensure that such notice is given in the first report thereafter pursuant to Section 5.15A of the Credit Agreement, of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Subsidiary Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Subsidiary Grantor agrees promptly to notify the Collateral Agent Trustee if any material portion of the Collateral owned or held by such Subsidiary Grantor is damaged or destroyed.
(b) Each Subsidiary Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Subsidiary Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent Trustee may reasonably request, promptly to prepare and deliver to the Collateral Agent Trustee a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent Trustee showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Shared Collateral Security Agreement (Allied Waste Industries Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent at least thirty (30) days prior written notice (or such shorter period as may be agreed to in writing by the Collateral Agent in writing its sole discretion) of any change in: (i) in its corporate any Grantor’s name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, ; (ii) in the location of its any Grantor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility, but excluding the establishment of any such new Stores), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its state of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify Permitted Encumbrances having priority by operation of applicable Law) for its own benefit and the Collateral Agent if any material portion benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Credit Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (A.C. Moore Arts & Crafts, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify furnish the Collateral Agent in writing (a) prompt written notice of any change in (i) in its corporate name or in any the Grantor’s trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or and records relating to Collateral owned by it and having a value in excess of $10,000,000 or any office or facility at which Collateral owned by it and having a value in excess of $10,000,000 is located (including the establishment of any such new office or facility)) or (iii) the acquisition by the Grantor of any property for which additional filings, registrations, publications or recordings are necessary to perfect, set-up and maintain the Collateral Agent’s security interest therein, and (b) prior written notice of any change in (i) its corporate name the location of its chief executive office or its principal place of business, (iii) in its identity or corporate structure or structure, (iv) in its jurisdiction of incorporation, Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its jurisdiction of organization. Each Notwithstanding the foregoing, if the Grantor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, the Grantor will furnish to the Collateral Agent prompt written notice of any such change not later that ten (10) days from the date the Grantor has been notified by such Governmental Authority of such change. The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code PPSA or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.Security Agreement – Xxxx Canada Co. (2009)
(b) Each The Grantor agrees to maintain, or cause to be maintained, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Zale Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will provide to notify the Collateral Agent in writing prompt written notice of (a) any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or jurisdiction of incorporation or formation, or (iv) in its Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization or (b) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify give the Collateral Agent in writing prompt written notice of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number, or (v) the acquisition by the Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent's Security Interest therein. Each The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each The Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such the Grantor is damaged or destroyed.
(b) Each The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such the Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Catalytica Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral for its benefit and the benefit of the First Lien Secured Parties subject to no other Liens other than Prior Liens and Permitted Liens of the type described in clauses (iii), (v), (vi), (xi) and (xiv) of the definition thereof, and a valid, legal and perfected security interest in all the Collateral for its benefit and the benefit of the Second Lien Secured Parties subject and subordinate to the Liens granted to secure the First Priority Obligations, and subject to the provisions of the Intercreditor Agreement and subject to no other Liens other than Prior Liens and Permitted Liens of the type described in clauses (iii), (v), (vi), (xi) and (xiv) of the definition thereof. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, in each case to the extent required by GAAP, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership owner ship of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number; provided, however, that notice of the addition or elimination of any Dealer locations or any other change in the location of Dealers needs to be provided only at such time as the quarterly financial statements are delivered pursuant to Section 5.04(b) of the Credit Agreement; provided, further, that the foregoing shall not be deemed to restrict the movement of Vehicles in the ordinary course of business. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence (other than any change in the location of Dealers) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral, other than Vehicles, as to which Section 6.06 is applicable.
Appears in 1 contract
Samples: Security Agreement (Ryder TRS Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)) other than (A) with respect to goods in transit between facilities, whether in vehicles owned by the applicable Grantor or on common carriers and (B) in the case of temporary warehousing which will last for no longer than one month, (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will provide to notify the Collateral Agent in writing prompt written notice of (a) any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or jurisdiction of incorporation or formation, or (iv) in its Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization or (b) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first second priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the provide Collateral Agent in writing of with twenty (20) days’ prior written notice with respect to any change (i) in its name, corporate name structure or in any trade name used to identify it in the conduct jurisdiction of its business or in the ownership of its propertiesorganization, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ) or (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Numberorganizational identification number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been promptly are made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest Security Interest in all the CollateralCollateral with the same priority as prior to such change. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the CollateralAccounts, and, and at such time or times as the Collateral Agent may reasonably requestrequest (but not more frequently than monthly unless an Event of Default has occurred or is continuing), promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location (which, in the case of Vessels, may be approximate) of any and all Collateral.
Appears in 1 contract
Samples: Loan Agreement (Jeffboat LLC)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days’ prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (GameStop Corp.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent Trustee in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral for its benefit and the benefit of the Secured Parties subject to no other Liens other than Permitted Liens. Each Grantor agrees promptly to notify the Collateral Agent Trustee if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, in each case to the extent required by GAAP, and, at such time or times as the Collateral Agent Trustee may reasonably request, promptly to prepare and deliver to the Collateral Agent Trustee a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent Trustee showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral subject only to Liens permitted pursuant to Section 6.02 of the Credit Agreement. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably requestrequest (but, so long as no Event of Default has occurred and is continuing, no more frequently than once per fiscal year), promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and reasonable detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (MTS Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change (i) in its such Grantor's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of its any Grantor's chief executive office, its principal place of business, its domicile, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), in each case except to the extent such Grantor is a "registered organization" within the meaning of the UCC, (iii) in its any Grantor's identity or corporate structure or structure, (iv) in its any Grantor's Federal Taxpayer Identification NumberNumber or its organizational identification number, if any, or (v) in any Grantor's jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days' prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, engaged and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Consolidated Communications Illinois Holdings, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, Collateral and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Oneida LTD)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing at least thirty (30) days prior written notice of any change in: (i) in its corporate any Grantor’s name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, ; (ii) in the location of its any Grantor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure (i.e. the type of entity that such Grantor is) or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its state of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify Permitted Encumbrances having priority by operation of applicable Law) for its own benefit and the Collateral Agent if any material portion benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Credit Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Rue21, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of its chief executive office, its principal place jurisdiction of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)organization, (iii) in its identity or corporate structure or (iv) in its organizational identification number or Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made (or will be made within the time periods required under applicable law) under the applicable Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records in all material respects indicating all payments and proceeds Proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably requestrequest during the continuance of an Event of Default, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit within 30 days of the occurrence of any change referred to in the preceding sentence unless to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern Industries Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change (i) in its such Grantor's corporate name or in any trade name or business name used to identify it in the conduct of its business or in the ownership of its propertiesProperties, (ii) in the location of its any Grantor's chief executive office, its principal place of business, its domicile, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its any Grantor's identity or corporate structure or structure, (iv) in its any Grantor's Federal Taxpayer Identification NumberNumber or its organizational identification number, if any, or (v) in any Grantor's jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days' prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, engaged and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Consolidated Communications Texas Holdings, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless such Grantor has given to the Collateral Agent at least ten (10) days prior written notice of any such change in order to permit the Collateral Agent to make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Dri I Inc)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral (subject to the Liens permitted pursuant to subsection 6.2 of the Credit Agreement). Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains original books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been given to the Collateral Agent to permit the Collateral Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent Lender in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Lender to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent Lender if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) . Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent Lender may reasonably request, promptly to prepare and deliver to the Collateral Agent Lender a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent Lender showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing writing, or to ensure that such notice is given in the first report thereafter pursuant to Section 5.13(a) of the Credit Agreement, of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location its identity, type of its chief executive officeorganization, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or jurisdiction of incorporation or organization or (iviii) in its Federal Taxpayer Identification NumberNumber or other identification number given by its jurisdiction of incorporation or organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a validlegal, legal valid and perfected first priority security interest in all the CollateralCollateral (subject to Liens permitted by Section 6.02 of the Credit Agreement). Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Non Shared Collateral Security Agreement (Allied Waste North America Inc/De/)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(ba) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Trimas Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Grantor’s name; (ii) in the location of its any Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify (i) with respect to the Term Priority Collateral Agent if any material portion only, Permitted Encumbrances under the Term Loan Financing Facility, and (ii) other Permitted Encumbrances having priority by operation of Applicable Law) for its own benefit and the benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Secured Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Music123, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent's Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.. 232
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Hechinger Co)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Subsidiary Grantor agrees promptly to notify the Collateral Agent Trustee in writing writing, or to ensure that such notice is given in the first report thereafter pursuant to Section 5.13(a) of the Credit Agreement, of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location its identity, type of its chief executive officeorganization, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or jurisdiction of incorporation or organization or (iviii) in its Federal Taxpayer Identification NumberNumber or other identification number given by its jurisdiction of incorporation or organization. Each Subsidiary Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent Trustee to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral (subject to Liens permitted by Section 6.02 of the Credit Agreement). Each Subsidiary Grantor agrees promptly to notify the Collateral Agent Trustee if any material portion of the Collateral owned or held by such Subsidiary Grantor is damaged or destroyed.
(b) Each Subsidiary Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Subsidiary Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent Trustee may reasonably request, promptly to prepare and deliver to the Collateral Agent Trustee a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent Trustee showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Shared Collateral Security Agreement (Allied Waste North America Inc/De/)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyedde stroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days’ prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Gamestop Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Administrative Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Administrative Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Administrative Agent may reasonably request, promptly to prepare and deliver to the Collateral Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Administrative Agent showing the identity, amount and location of any and all Collateral, provided that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall be limited to one such request per fiscal year.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days’ prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyedCollateral.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (GameStop Corp.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Grantor’s name; (ii) in the location of its any Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify (i) with respect to the ABL Priority Collateral Agent if any material portion only, Permitted Encumbrances under the ABL Facility, and (ii) other Permitted Encumbrances having priority by operation of Applicable Law) for its own benefit and the benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Secured Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Music123, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent no less than 20 days in advance in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office state in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)organized, (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect reasonably assist the Collateral Agent and the Investor in the event it effects or permit permits any change referred to in the preceding sentence unless with all filings have been to be made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent as collateral agent for the Investor to continue at all times following such change to have a valid, legal and perfected continuing security interest of first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify the Collateral Agent Administrative Agent, in writing writing, of any change (i) in its corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity or corporate legal structure or (iv) in its Federal Taxpayer Identification NumberNumber(s). Each The Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected preferred first priority (subject to liens expressly referred to Section 3.18 of the Credit Agreement) security interest in all the Collateral. Each The Grantor agrees promptly to notify the Collateral Agent Administrative Agent, as soon as practicable after an executive officer of the Grantor learns thereof, if any material portion of the Collateral owned or held by such the Grantor is damaged or destroyed.
(b) Each The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned or held by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such the Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Administrative Agent may reasonably request, promptly to prepare and deliver to the Collateral Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Administrative Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, Grantor’s name; (ii) in the location of its any Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other Applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify (i) with respect to the Term Loan Priority Collateral Agent if any material portion only, Permitted Encumbrances under the Term Loan Financing Facility, and (ii) other Permitted Encumbrances having priority by operation of Applicable Law) for its own benefit and the benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Secured Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing and the Trustee prompt written notice of any change in (which in any event shall be furnished within ten days): (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, such Grantor’s name; (ii) in the location of its such Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books ; or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in its identity such Grantor’s type of legal entity or corporate structure jurisdiction of incorporation or (iv) in its Federal Taxpayer Identification Numberformation. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code or otherwise UCC that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral to the extent such security interest may be perfected by the filing of a Financing Statement under the UCC for its own benefit and the benefit of the other Secured Parties. Each Grantor agrees promptly to notify the The Collateral Agent if shall have no duty to inquire about any material portion of the Collateral owned or held by such changes described in this clause (a), the parties acknowledging and agreeing that each Grantor is damaged or destroyedsolely responsible to take all action described in the immediately preceding sentence.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (BarkPark, LLC)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent promptly in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)) other than changes in the location of any Excluded Inventory, (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral, subject to any Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement that may be prior to such security interest. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (LTV Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing (a) prompt written notice of any change in (i) in its corporate name or in any Grantor’s trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it and having a value in excess of $10,000,000 or any office or facility at which Collateral owned by it and having a value in excess of $10,000,000 is located (including the establishment of any such new office or facility), ) or (iii) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Collateral Agent’s Security Interest therein, and (b) prior written notice of any change in (i) any Grantor’s corporate name or the location of any Grantor’s chief executive office or its principal place of business, (ii) any Grantor’s identity or corporate structure or (iviii) in its any Grantor’s jurisdiction of incorporation, Federal Taxpayer Identification NumberNumber or state organizational number. Zale also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged, destroyed, or lost, stolen or otherwise unaccounted for. Notwithstanding the foregoing, if any Grantor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization is changed by the applicable Governmental Authority, such Grantor will furnish to the Collateral Agent prompt written notice of any such change not later than ten (10) days from the date such Grantor has been notified by such Governmental Authority of such change. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all necessary filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, or cause to be maintained, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Zale Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ) or (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Numberstructure. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Credit Agreement (Ta Operating Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify furnish to the Collateral Agent in writing thirty (30) days’ prior written notice of any change (i) any change in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertieslegal name, (ii) any change in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it it, or any office or facility at which Collateral owned by it is located (located, including the establishment of any such new office or facility), (iii) any change in its identity or corporate structure or organizational structure, (iv) any change in its Federal Taxpayer Identification NumberNumber or organizational number, if any, assigned to it by its state of organization, or (v) the acquisition by any Grantor of any property for which additional filings or recordings are necessary to perfect and maintain the Agent’s Security -10- Interest therein. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all of the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ) or (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Notes Collateral Agent in writing and the Trustee prompt written notice of any change in: (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, such Grantor’s name; (ii) in the location of its such Grantor’s chief executive office, office or its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity such Grantor’s type of legal entity or corporate structure jurisdiction of incorporation or formation; or (iv) in its such Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its jurisdiction of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code or otherwise UCC that are required in order for the Notes Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the CollateralCollateral (subject only to (i) with respect to the ABL Priority Collateral only, Permitted Liens securing the ABL Facility, and (ii) other Permitted Liens having priority by operation of applicable law) to the extent such security interest may be perfected by the filing of a financing statement under the UCC for its own benefit and the benefit of the other Secured Parties. Each Grantor agrees promptly to notify the The Notes Collateral Agent if shall have no duty to inquire about any material portion of the Collateral owned or held by such changes described in this clause (a), the parties acknowledging and agreeing that each Grantor is damaged or destroyedsolely responsible to take all action described in the immediately preceding sentence.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and or in accordance with such prudent and standard practices used in industries that are the same as as, or similar to to, those in which such Grantor is engaged, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Notes Collateral Agent may reasonably request, promptly to prepare and deliver to the Notes Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Notes Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Samples: Security Agreement (Sanmina Corp)
Change of Name; Location of Collateral; Records; Place of Business. (a) Each Grantor agrees promptly will furnish to notify the Collateral Agent in writing at least thirty (30) days prior written notice of any change in: (i) in its corporate any Grantor’s name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, ; (ii) in the location of its any Grantor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), ; (iii) in its identity any Grantor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in its any Grantor’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, assigned to it by its state of organization. Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings filings, publications and registrations have been made under the Uniform Commercial Code UCC or otherwise other applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. Each Grantor agrees promptly Collateral (subject only to notify Permitted Encumbrances having priority by operation of applicable Law) for its own benefit and the Collateral Agent if any material portion benefit of the Collateral owned or held by such Grantor is damaged or destroyedother Credit Parties.
(b) Each Grantor agrees (i) to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is which are complete and accurate in all material respects and which are consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engagedpractices, but in any event to include complete accounting records which are complete in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, and (ii) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract
Change of Name; Location of Collateral; Records; Place of Business. (a) Each The Grantor agrees promptly to notify the Collateral Agent no less than 20 days in advance in writing of any change (i) in its corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of its chief executive office, its principal place of business, any office state in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)organized, (iii) in its identity or corporate structure or (iv) in its Federal Taxpayer Identification Number. Each The Grantor agrees not to effect reasonably assist the Collateral Agent and the Investor in the event it effects or permit permits any change referred to in the preceding sentence unless with all filings have been to be made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent as collateral agent for the Investor to continue at all times following such change to have a valid, legal and perfected continuing security interest of first priority security interest in all the Collateral. Each The Grantor agrees promptly to notify the Collateral Agent if any material portion of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each The Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such the Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Collateral.
Appears in 1 contract