Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) in any Borrower Party legal name, (ii) in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business. (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 3 contracts
Sources: Loan Agreement (Raptor Pharmaceutical Corp), Loan Agreement (Raptor Pharmaceutical Corp), Loan Agreement (Raptor Pharmaceutical Corp)
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (iA) in any Borrower Party legal nameRestricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, (ii) in the location of any Borrower Party's chief executive office, (iiiB) in any Borrower Party's identity office or organizational structure, facility (iv) in other than any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given location within the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority control of the security interest Administrative Agent or the Collateral Agent) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary Guarantor; and (aiv) changes any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence with respect to a mortgaged propertyLoan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, (b) Collateral which is in-transit or in so that a reasonable period has been provided for making all filings under the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent and the Collateral Agent if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.05(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section 5.07(b)), (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary and (iii) a copy of the Corporate Chart that is true, correct, complete and current as of the date of such certificate.
(c) Promptly following the acquisition of (i) any new power generating facility by the Borrower or any Subsidiary Guarantor or (ii) the acquisition of any Subsidiary that owns a power generating facility and becomes a Subsidiary Guarantor pursuant to Section 5.10, the Borrower shall deliver update the “Core Assets” schedule attached as Schedule 1.01(a) to include such newly acquired power generating facility.
(d) To the Lender a Perfection Certificate Supplementextent incurred in reliance on the exception set forth in Section 6.02(aa), provide written notice of the imposition of any Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on any Mortgaged Property or Core Asset.
Appears in 3 contracts
Sources: Credit Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/), Credit Agreement (Enexus Energy CORP)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officers’ Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent and the Collateral Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (dvii) Collateral soldother than as provided in paragraph (ii) above, licensed or otherwise disposed of in the ordinary course of business.
no Guarantor (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 3 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Parent will furnish to the Administrative Agent promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party's chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive officer of any Borrower Party's identity Loan Party or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party's jurisdiction of organization (, in each case, including by merging only with or into respect to any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or such lesser notice period agreed to by the LenderUCC financing statement, of its intention so such Loan Party. Parent agrees not to do, clearly describing such effect or permit any change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory referred to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Borrower Party Parent also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently If (i) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of Parent and, in the case of clause (i), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with the delivery respect to any of financial statements their retail operating store locations, unless required pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate SupplementABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of any Excluded Account.
Appears in 3 contracts
Sources: Term Credit Agreement (Tailored Brands Inc), Tranche B 2 Term Loans (Tailored Brands Inc), Term Credit Agreement (Mens Wearhouse Inc)
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) in any Borrower Party legal name, (ii) in the location of any Borrower Party's ’s chief executive office, (iii) in any Borrower Party's ’s identity or organizational structure, (iv) in any Borrower Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] 250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(ba) Concurrently with the delivery of financial statements pursuant to Section 8.048.03, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 3 contracts
Sources: Loan Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect The Company will furnish to the Collateral Agent, with respect to the Company or any Guarantor, prompt written notice of any change in such Person’s (i) in any Borrower Party legal corporate name, (ii) in the location jurisdiction of any Borrower Party's chief executive officeorganization or formation, (iii) in any Borrower Party's identity or organizational structure, corporate structure or (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational taxpayer identification number, if any, . The Company will not effect or (v) in permit any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed change referred to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. Each Borrower Party also agrees The Company will promptly to promptly notify the Lender of Collateral Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with Each year, at the time of delivery of the annual financial statements pursuant with respect to Section 8.04the preceding fiscal year, the Borrower Company shall deliver to the Lender Collateral Agent a Perfection Certificate Supplementcertificate of a financial officer setting forth the information required pursuant to the perfection certificate delivered to the Collateral Agent on the Issue Date or confirming that there has been no change in such information since the date of the prior delivered perfection certificate.
(c) Upon the receipt by the Company, Holdings or a Subsidiary Guarantor of the Net Available Cash attributable to a Sold Mortgaged Vessel or the Capital Stock of a Sold Vessel Owning Guarantor or of the Net Event of Loss Proceeds attributable to a Lost Mortgaged Vessel, (i) the Company shall notify the Collateral Agent of such receipt and (ii) such amounts shall be deposited with the Collateral Agent in the Cash Collateral Account and shall constitute Collateral pending application pursuant to Section 2.7(e).
(d) Upon the receipt by Holdings or any of its Restricted Subsidiaries (including the Company) of (x) any refund or other payment upon termination of any Existing Newbuild Construction Contract or (y) any Net Event of Loss Proceeds from any Event of Loss, (i) the Company shall notify the Collateral Agent of such receipt; (ii) such amounts shall be paid in full directly to the Collateral Agent as Collateral and received by the Collateral Agent free of any Lien (other than the Lien of the Security Documents); and (iii) the Collateral Agent will deposit any such funds so received in the Cash Collateral Account for retention therein until disposition thereof in the manner specified in Section 4.11 of the Indenture.
(e) Notwithstanding anything to the contrary set forth herein or in any Security Document, (i) subject to Section 4.19(a) of the Indenture, any cash received constituting (x) any refund guarantees received by the Company, Holdings or a Subsidiary Guarantor in respect of an Existing Option Construction Contract in respect of an Option Vessel upon termination of such Existing Option Construction Contract, (y) Net Available Cash from the sale of any Discontinued Vessel or (z) Net Available Cash from (after reserves for contingencies) the sale of any Option Vessel or the Capital Stock of any Unrestricted Subsidiary owning any Option Vessel, and (ii) subject to Section 4.08 of the Indenture, (x) any Existing Option Construction Contract with respect to any Option Vessel, and (y) any associated buyer-furnished equipment constituting any assets (other than Designated Collateral) bought and paid for by the Company or the Guarantors prior to the date of this Agreement in connection with such Existing Option Construction Contract (so long as the conditions specified in each of the provisos in clauses (7)(a) and (7)(b) of the second paragraph of Section 4.08 of the Indenture, as the case may be, are satisfied), will not be Collateral and therefore, in the case of clause (i), subject to Section 4.19(a) of the Indenture, not deposited in the Cash Collateral Account or any similar collateral account in favor of the Collateral Agent, and, if so deposited, shall be immediately released to the Company or upon the Company’s instructions.
Appears in 2 contracts
Sources: Priority Facility Agreement (Trico Marine Services Inc), Working Capital Facility Agreement (Trico Marine Services Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the Loan Parties from maintaining Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Funding Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as the Lender Collateral Agent or the Funding Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), other than (a) changes as updated from time to time in location to a mortgaged propertyany Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (bi) Collateral which no U.K. Loan Party shall change its centre of main interest (as that term is in-transit or used in Article 3(1) of the possession of employeesRegulation) from England and Wales, (cii) Collateral which nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is out for repair or processing and used in Article 2(h) of the Regulation) in any other jurisdiction, (diii) Collateral soldnor shall nor shall any Swiss Loan Party change its centre of main interest from Switzerland, licensed or otherwise disposed nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of in the ordinary course of businessmain interest from Germany.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Information Regarding Collateral. (ai) No Borrower Party shall effect Holdings will furnish to the Collateral Agent prompt written notice of any change (iA) in any Borrower Party legal Loan Party’s corporate name, ; (iiB) in the location of any Borrower Loan Party's ’s chief executive office, ; (iiiC) in any Borrower Loan Party's identity or organizational ’s corporate structure, ; (ivD) in any Borrower Loan Party's ’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number, if any, . Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence;
(ii) Holdings agrees not to effect or permit any change referred to in the preceding subclause (vi) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (A) it shall have given the Lender not less than 10 days' prior written notice Collateral Agent and the Administrative Agent prompt (and in the form of an certificate of a duly authorized officer of a Borrower Party ), any event within ten (10) days (or such lesser later date as the Administrative Agent may agree) notice period agreed to by the Lender, of its intention so to dofollowing any such change, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and request; (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent and the Australian Security Trustee to maintain the perfection and priority of the security interest of the Lender Collateral Agent and the Australian Security Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees applicable (including, without limitation, filings under the UCC or otherwise that are required in order for the Collateral Agent and the Australian Security Trustee to promptly provide continue at all times following such change to have a valid, legal and perfected security interest in all the Lender with certified Borrower Party Documents reflecting any of the changes described Collateral as contemplated in the preceding sentence. Security Documents);
(iii) Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which any portion of Revolving Loan Priority Collateral with a value in excess of $[*****] 1,000,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (biii) Collateral which is in-with respect to (A) mobile goods; (B) Inventory or Equipment in transit or being handled by freight forwarders; (C) property at other locations in connection with the repair or refurbishment thereof; and (D) collateral in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of employees in the ordinary course of business.;
(biv) Concurrently with Holdings also agrees promptly after it becomes aware to notify the delivery Collateral Agent (A) if any material portion of financial statements pursuant to Section 8.04the Revolving Loan Priority Collateral is damaged or destroyed or otherwise materially adversely affected; (B) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or material claim asserted against any of the Borrower shall deliver to Collateral; (C) the Lender occurrence of a Perfection Certificate Supplement.Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the Collateral;
Appears in 2 contracts
Sources: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Information Regarding Collateral. (a) No The Borrower Party shall effect will furnish to the Administrative Agent and the Collateral Trustee prompt written notice of any change (i) in corporate name of the Parent, the Borrower or any Borrower Party legal nameSubsidiary or in any trade name used to identify any such Person in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Party's the chief executive officeoffice of the Parent, the Borrower or any Subsidiary, its principal place of business or any asset constituting Collateral (other than the installation of any asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations (other than mortgages or similar instruments in respect of real property) containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Documents), (iii) in the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Borrower Party's identity or organizational structureSubsidiary, (iv) in any Borrower Party's the Federal Taxpayer Identification Number of the Parent, the Borrower or organizational identification numberany Subsidiary, if any, or (v) in the name and location of any Borrower Party's jurisdiction Person other than a Loan Party that has acquired possession of organization any material portion of the Collateral; (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (Avi) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party )bank accounts, securities accounts, or such lesser notice period agreed similar accounts maintained by a Loan Party; or (vii) resulting from the creation or acquisition of any Subsidiary by any Loan Party. The Borrower agrees not to by the Lender, of its intention so effect or permit any change referred to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (except for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). Each The Administrative Agent may, and at the request of any Lender the Administrative Agent shall, periodically request that the Borrower Party also update the information provided above and the Borrower agrees to provide such update promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of after any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessrequest.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change change, (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's identity or ’s organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Not effect, with respect to any Grantor, any change (i) in any Borrower Party such Grantor’s legal name, (ii) in the location of any Borrower Party's such Grantor’s chief executive office, (iii) in any Borrower Party's such Grantor’s identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number such Grantor’s federal taxpayer identification number or organizational identification number, if any, or (v) in any Borrower Party's such Grantor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Administrative Agent not less than 10 thirty (30) days' ’ prior written notice (in the form of an certificate of signed by a duly authorized officer of a Borrower Party Responsible Officer), or such lesser notice period agreed to by the LenderAdministrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender Administrative Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees Notwithstanding the foregoing or anything else to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit contrary contained herein or in any other Loan Document, each Loan Party hereby agrees that it will at all times maintain its jurisdiction of organization as Delaware or one of the possession other States within the United States of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessAmerica.
(b) Concurrently with With respect to the delivery of financial statements pursuant to Section 8.04Eligible Assets and the Pledge Additional Collateral Assets, the Borrower Loan Parties shall deliver take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent, to perfect (in the Lender a Perfection Certificate Supplementcase of Eligible Loan Assets and Pledged Additional Collateral Assets), protect and more fully evidence the ownership by the Loan Parties of the Eligible Assets and Pledged Additional Collateral Assets.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Information Regarding Collateral. (a) No Each of Holdco and Borrower Party shall, and shall effect cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive officeoffice or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party's identity or organizational ’s corporate structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, number or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, . liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, until and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (Ai) it shall have given the Lender not less than 10 days' Collateral Agent prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing any such change and providing (ii) prior to or concurrently with such other information change, all filings have been made under the UCC or otherwise that are required in connection therewith as order for the Lender may reasonably request Collateral Agent to continue at all times following such change to have a valid, legal and (B) it shall have taken perfected Second Priority security interests in all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each of Holdco and Borrower shall, and shall cause each other Loan Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to to, promptly notify the Lender of Administrative Agent and the Collateral Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with At the time of each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 8.045.01(b), the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the names or locations of any Loan Party or (C) any other information reasonably requested by the Administrative Agent with respect to the Collateral or (ii) confirming that there has been no change in such information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Emdeon Inc.), Second Lien Credit Agreement (Emdeon Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office or registered office, as appropriate, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational Number, business identification number, if anyorganizational identification number or registered office, as appropriate, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agents and the Administrative Agents not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agents to maintain the perfection and priority of the security interest of the Lender applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agents with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agents and the Collateral Agents a Perfection Certificate SupplementSupplement and a certificate of a Responsible Officer of Borrowers certifying that all UCC and PPSA financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Credit Agreement (SGS International, Inc.), Credit Agreement (Southern Graphic Systems, Inc.)
Information Regarding Collateral. (ai) No The Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change (iA) in any Borrower Party legal nameLoan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal Taxpayer Identification Number; (ii) Holdings and the Borrower will not, and will not permit any other than (a) changes in location Restricted Subsidiary to, effect or permit any change referred to a mortgaged property, (b) Collateral which is in-transit or in the possession of employeespreceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, (c) Collateral which is out for repair or processing legal and perfected security interest in all the Collateral; and (diii) Holdings and the Borrower will, and will cause each other Restricted Subsidiary to, promptly notify the Administrative Agent if any material portion of the Collateral sold, licensed owned by it is damaged or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with At the time of the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.01(a), the Borrower shall also deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of the Borrower (i) setting forth the information required pursuant to the perfection certificate or confirming that there has been no change in such information since the date of the perfection certificate most recently delivered or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to Section 5.12 to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Master Lease Agreement (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)
Information Regarding Collateral. (a) No Borrower Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the form of its organization (including as a result of any merger, amalgamation or consolidation), (iii) the location of any Borrower Party's its chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) the jurisdiction in which it maintains any Borrower Party's Federal Taxpayer Identification Number Collateral, or (v) its organizational identification number, if anyany and the Federal Taxpayer Identification Number of such Loan Party, or in each case of this subclause (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given only with respect to any Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableUCC financing statement. Each Borrower Loan Party agrees not to promptly provide the Lender with certified Borrower Party Documents reflecting effect or permit any of the changes described change referred to in the preceding sentencesentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Borrower Loan Party also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If any material assets are acquired by any Loan Party after the delivery of financial statements pursuant to Section 8.04, Effective Date (other than assets constituting Collateral under the Borrower shall deliver Collateral Documents that become subject to the Lender Lien of the Collateral Documents upon the acquisition thereof), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Perfection Certificate SupplementLien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Party, shall not be required to (A) grant mortgages, (B) obtain landlord lien waivers, estoppels, Collateral Access Agreements or bailee agreements with respect to any of their retail operating store locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Account.
Appears in 2 contracts
Sources: Credit Agreement (Tailored Brands Inc), Credit Agreement (Mens Wearhouse Inc)
Information Regarding Collateral. (ai) No The Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change (iA) in any Borrower Party legal nameLoan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal Taxpayer Identification Number; (ii) Holdings and the Borrower will not, and will not permit any other than (a) changes in location Restricted Subsidiary to, effect or permit any change referred to a mortgaged property, (b) Collateral which is in-transit or in the possession of employeespreceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at 81 all times following such change to have a valid, (c) Collateral which is out for repair or processing legal and perfected security interest in all the Collateral; and (diii) Holdings and the Borrower will, and will cause each other Restricted Subsidiary to, promptly notify the Administrative Agent if any material portion of the Collateral sold, licensed owned by it is damaged or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with At the time of the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.01(a), the Borrower shall also deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer or the chief legal officer of the Borrower (i) setting forth the information required pursuant to the perfection certificate or confirming that there has been no change in such information since the date of the perfection certificate most recently delivered or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to Section 5.12 to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Aircraft Dry Lease (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party's the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party's jurisdiction of organization (, in each case, including by merging only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed.
(ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days' prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to will promptly notify the Lender Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of any change the Borrower and, in the location case of any office clause (A), all to the extent required by the Collateral Documents, and, in which it maintains books or records relating the case of clause (B), to Collateral owned deliver the items required by it or any office or facility at which any portion subsection (v) of the definition of Collateral with a value and Guarantee Requirement relating thereto within ninety (90) days (or such longer period as the Administrative Agent may agree in excess of $[*****] writing) after such Mortgaged Property is located acquired (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver subject to the Lender a Perfection Certificate Supplementlast paragraph of the Collateral and Guarantee Requirement definition).
Appears in 2 contracts
Sources: Refinancing Amendment (Inovalon Holdings, Inc.), Credit Agreement (Inovalon Holdings, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Furnish to Agent at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) in any Borrower Party Obligor’s legal name, ; (ii) in the location of any Borrower Party's Obligor’s chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is but excluding in-transit Collateral, Collateral out for repair, and Collateral temporarily stored at a customer’s location in connection with the providing of services to such customer); (iii) any Obligor’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Obligors shall not effect or permit any change referred to in the possession of employeespreceding sentence unless the Obligors have undertaken all such action, (c) Collateral which is out for repair or processing and (d) Collateral soldif any, licensed reasonably requested by Agent under the UCC or otherwise disposed that is required in order for Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to Permitted Liens) for its own benefit and the benefit of the other Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the ordinary course form of businessorganization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date.
(b) Concurrently From time to time as may be reasonably requested by Agent, the Borrower Agent shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Closing Date that is required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Secured Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Obligors to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of financial statements pursuant such updated Schedules or such revision of a representation; nor shall any such supplement or revision to Section 8.04, any Schedule or representation be deemed the Borrower shall deliver to Secured Parties’ waiver of any Default resulting from the Lender a Perfection Certificate Supplementmatters disclosed therein.
Appears in 2 contracts
Sources: Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.), Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.)
Information Regarding Collateral. Except upon thirty (a30) No Borrower Party shall effect any change (i) in any Borrower Party legal name, (ii) in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' days prior written notice (in to the form Administrative Agent and delivery to the Administrative Agent of an certificate of a duly authorized officer of a Borrower Party )all documents, or such lesser notice period agreed to certificates and information reasonably requested by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the validity, perfection and priority of the security interest interests of the Lender Administrative Agent in the Collateral, if applicable. Each Borrower the Borrowers will not, and will not permit any Loan Party agrees or New UK Holdco to, (i) change any Loan Party’s or New UK Holdco’s corporate name or in any trade name used to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described identify it in the preceding sentence. Each Borrower Party also agrees to promptly notify conduct of its business or in the Lender ownership of any its properties, (ii) change in the location of any Loan Party’s or New UK Holdco’s chief executive office (except for the change in ▇▇▇▇▇▇▇▇’▇ chief executive office as specified on Schedule 7.13), its principal place of business, any office in which it maintains books or records relating to Collateral owned by it the Collateral, which locations shall be listed on Schedule 7.13, (iii) locate any Loan Party’s or any office New UK Holdco’s equipment (other than such equipment which, together with all such other inventory or facility at which any portion of Collateral with equipment, does not have a fair market value in excess of $[*****] 500,000) at any location which is located not listed on Schedule 7.13 (including except to the establishment extent such equipment is in transit from a location listed on Schedule 7.13 to another location listed on such Schedule), (iv) make any changes in any Loan Party’s or in New UK Holdco’s identity or organizational structure if any such changes could adversely affect the Administrative Agent’s Liens in the Collateral or the priority or perfection of such Liens in the Collateral, (v) make any changes in any Loan Party’s organizational number issued by the Secretary of State of the State of such Loan Party’s organization or (vi) make any changes in the jurisdiction of organization of any Loan Party or New UK Holdco.”
(s) Section 7.14 of the Credit Agreement is amended by adding the following sentence at the end of such new office Section: “The Borrowers will not, and will not permit any Subsidiary to, amend or facility)otherwise modify the terms or provisions of the New UK Holdco Note in any manner or respect that is adverse to the Lenders; provided, other than that (ax) changes in location to a mortgaged property, (b) Collateral which is in-transit the parties may forgive the Indebtedness evidenced by the New UK Holdco Note or in convert or swap the possession New UK Holdco Note for Equity Interests of employees, (c) Collateral which is out for repair or processing New UK Holdco and (dy) Collateral sold, licensed the parties may change the interest rate or otherwise disposed of in the ordinary course of businessprincipal amount from time to time under the New UK Holdco Note.”
(bt) Concurrently with Section 8.1(i) of the delivery Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof of financial statements pursuant the following:
(i) either Borrower, any Subsidiary Loan Party or any Foreign Loan Party shall become unable to pay, shall admit in writing its inability to pay, or shall fail generally to pay, its debts as they become due;”
(u) Section 8.04, 8.1(q) of the Borrower shall deliver to Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof the Lender a Perfection Certificate Supplement.following:
Appears in 2 contracts
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's identity or ’s organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify Lender of such change), or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the validity, enforceability, perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Kemet Corp), Credit Agreement (Kemet Corp)
Information Regarding Collateral. (a) No Each of the Parent Guarantor and the Borrower Party shall effect will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change (i) in any Borrower Party such Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location to a mortgaged propertyany Loan Party’s corporate structure, (biv) Collateral which is in-transit in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of the Parent Guarantor and the Borrower will not, and will not permit any other Loan Party to, effect or permit any change referred to in the possession of employees, preceding sentence unless (ci) it shall have given the Administrative Agent and the Collateral which is out for repair or processing Agent written notice not later than 10 days after any such change and (dii) Collateral sold, licensed all filings have been made under the UCC or otherwise disposed that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interests in all the Collateral. Each of in the ordinary course Parent Guarantor and the Borrower will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 8.045.01, the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower (A) updating, to the extent necessary, to reflect (i) the list of owned and leased Real Property, (ii) any changes to the names or locations of any Loan Party or (iii) any other information reasonably requested by the Administrative Agent with respect to the Collateral or (B) confirming that there has been no change in such information since the date of the Perfection Certificate Supplementor the latest supplement to the Perfection Certificate.
Appears in 2 contracts
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive officeoffice or principal place of business, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or ’s organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall unless all filings, publications and registrations have given been made under the Lender not less than 10 days' prior written notice (Uniform Commercial CodeUCC or other Applicable Law that are required in order for the form of an certificate of AdministrativeCollateral Agent to continue at all times following such change to have a duly authorized officer of a Borrower Party )valid, legal and perfected first priority security interest or such lesser notice period agreed to secondwith the priority security interest, as applicablerequired by the Lender, Intercreditor Agreements (subject only to Permitted Liens having priority by operationg of Applicable Law) in all the Collateral for its intention so to do, clearly describing such change own benefit and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority benefit of the security interest of the Lender in the Collateral, if applicableSecured Parties. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] 100,000 in value is located (including the establishment of any such new office or facility). The Prior to the Discharge of ABL Obligations and solely in the case of any Collateral constituting ABL Priority Collateral, the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than (a) changes in location with respect to a mortgaged propertythe Canadian Pledge, (b) the ▇▇▇▇▇▇▇▇ Collateral which is in-transit or in and the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in Specified Real Property after the ordinary course of businessSpringing Covenant Trigger Date.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver Deliver to the Lender Administrative Agent and the Collateral Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent or the Collateral Agent necessary to obtain or maintain (to the extent provided in the applicable Security Document) a Perfection Certificate Supplementvalid, perfected Lien on all ABL Priority Collateral or all ▇▇▇▇▇▇▇▇ Collateral acquired after the Closing Date to the extent required under the Security Documents.
Appears in 2 contracts
Sources: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change change, (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's identity or ’s organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Not effect, with respect to any Grantor, any change (i) in any Borrower Party such Grantor’s legal name, (ii) in the location of any Borrower Party's such Grantor’s chief executive office, (iii) in any Borrower Party's such Grantor’s identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number such Grantor’s federal taxpayer identification number or organizational identification number, if any, or (v) in any Borrower Party's such Grantor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Administrative Agent not less than 10 thirty (30) days' ’ prior written notice (in the form of an certificate of signed by a duly authorized officer of a Borrower Party Responsible Officer), or such lesser notice period agreed to by the LenderAdministrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each The Borrower Party agrees to promptly provide the Lender Administrative Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Notwithstanding the foregoing or anything else to the contrary contained herein or in any other Loan Document, each Loan Party also hereby agrees to promptly notify the Lender that it will at all times maintain its jurisdiction of any change organization as Delaware (or, in the location case of any office in which it maintains books the Borrower, Maryland) or records relating to Collateral owned by it or any office or facility at which any portion one of Collateral with a value in excess the other States within the United States of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessAmerica.
(b) Concurrently with With respect to the delivery of financial statements pursuant to Section 8.04Borrowing Base Assets or Fee-Related Earnings, the Borrower Secured Guarantors shall deliver take all action necessary or required by the Loan Documents or by Law, or requested by the Administrative Agent, to perfect, protect and more fully evidence the Lender a Perfection Certificate Supplementownership by the Secured Guarantors of each Qualifying Loan Party, each Borrowing Base Covenant Subsidiary, each Borrowing Base Asset and each Borrowing Base Account.
Appears in 2 contracts
Sources: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction)) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04SECTION 5.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of U.S. Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's identity or ’s organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, Officers’ Certificate) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to shall promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to shall promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.), First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officer’s Certificate), or such lesser notice period agreed to by the LenderRequired Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Required Lenders may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent at the direction of the Required Lenders to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessit.
(b) Concurrently with the delivery of financial statements pursuant to required by Section 8.045.01(b), the Borrower Company shall deliver to each Lender (i) a list of locations in which any Loan Party maintains Collateral having an aggregate book value in excess of $500,000 (other than locations temporarily occupied by a Loan Party for the Lender purpose of acquiring seismic data, and excluding Collateral in-transit), and (ii) a Perfection Certificate Supplementlist of locations in which the Loan Parties are acquiring seismic data (or expect to acquire seismic data for more than 30 days during the next six months), in each case, reasonably identifying the assets maintained (or to be maintained) in each such location.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Global Geophysical Services Inc), Second Lien Credit Agreement (Global Geophysical Services Inc)
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Borrower Party event within thirty (30) days thereof) written notice of any change in (A) the legal namename of any Loan Party, as set forth in its organizational documents, (iiB) in the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of any Borrower Party's the chief executive office, office of any Loan Party or (iiiD) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party's jurisdiction of organization (, in each case, including by merging only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed.
(ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Lender not less Closing Date (other than 10 days' prior written notice (in assets constituting Collateral under the form Collateral Documents that become subject to the Lien of an certificate of a duly authorized officer of a Borrower Party ), the Collateral Documents upon the acquisition thereof) or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any Mortgaged Property is acquired by any Loan Party after the Lender to maintain Closing Date, the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to will promptly notify the Lender of Administrative Agent thereof and will, as promptly as practicable, and in any change event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the location case of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilityclause (B), other than within ninety (a90) changes days (or such longer period as the Administrative Agent may agree in location writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a mortgaged propertyLien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, (b) including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause (A), all to the extent required by the Collateral which Documents. It is in-transit understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in the possession of employees, (c) any Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04Document, the Borrower Loan Parties shall deliver not be required to the Lender a Perfection Certificate Supplementobtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.
Appears in 2 contracts
Sources: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Term Loan Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) 110 Business Days’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyRegulation, (bi) Collateral which no U.K. Guarantor shall change its centre of main interest (as that term is in-transit or used in Article 3(1) of the possession of employeesRegulation) from England and Wales, (cii) Collateral which nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is out for repair or processing and used in Article 2(h) of the Regulation) in any other jurisdiction, (diii) Collateral soldnor shall nor shall any Swiss Guarantor change its centre of main interest from Switzerland, licensed or otherwise disposed nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change its centre of in the ordinary course of businessmain interest from Germany.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (A) it shall have given the Lender Administrative Agent not less more than 10 days' prior ten Business Days’ subsequent written notice (in the form of an certificate of signed by a duly authorized officer of a Borrower Party Responsible Officer), or such lesser longer notice period agreed to by the LenderAdministrative Agent, of its intention so to dosuch change, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees The Parent and the Borrowers hereby agree to promptly provide the Lender Administrative Agent, promptly following its request, with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees Notwithstanding the foregoing or anything else to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit contrary contained herein or in any other Loan Document, the possession Parent and each Borrower hereby agrees that it will at all times maintain its jurisdiction of employees, (c) Collateral which is out for repair organization as one of the States within the United States of America or processing and (d) Collateral sold, licensed or otherwise disposed District of in the ordinary course of businessColumbia.
(b) Concurrently with the each delivery of financial statements pursuant to Section 8.046.01(a), the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplement.Supplement and a certificate of a Responsible Officer of the Parent and the chief legal officer of the Parent certifying that all actions required to be taken under the Collateral Documents to protect and perfect the security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (including without limitation, the filing of all UCC financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral in each appropriate governmental, municipal or other office) have been taken (except as noted therein with respect to any continuation statements of lien filings to be filed within such period). 140
Appears in 2 contracts
Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Information Regarding Collateral. (a) No The Lead Borrower Party shall effect will furnish to the Agents prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Agents with at least ten (10) days prior written notice of the date that any such event shall occur):
(i) in any Borrower Party legal nameBorrower's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower PartyBorrower's chief executive officeoffice or its principal place of business, (iii) in any Borrower PartyBorrower's identity or organizational corporate structure, (iv) in the Canadian Borrower's or any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) of its Subsidiaries' jurisdictions of operation including an change in any Borrower Party's jurisdiction of organization (in each case, including by merging with office or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office store in which it maintains books or records relating to Collateral owned by it or any office office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or location from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the delivery of the financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Agents' Lien would not be perfected therein without additional filings or registrations, or (v) in any Borrower's jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Borrower's Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Agents prompt written notice of any such change not later than ten (10) days from the date such Borrower has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Agents if any material portion of the Collateral with a value is damaged or destroyed. In addition, the Lead Borrower will furnish to the Agents written notice at the end of each fiscal quarter of any change in excess of $[*****] any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.01(a)(i), the Lead Borrower shall deliver to the Lender Agents a certificate of a Financial Officer of the Lead Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Perfection Certificate delivered pursuant to this Section.
(c) Should any of the information on any of the Schedules hereto become misleading in any material respect as a result of changes after the Closing Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same; provided however that no update to any such Schedule shall result in the modification or expansion of any permissible transactions set forth in Article 6 hereof from those in existence immediately prior to the delivery of such updated schedules.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Third Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall effect The Borrowers will furnish to the Administrative Agent promptly (and in any event within 15 days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party's chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive office of any Borrower Party's identity Loan Party or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party's jurisdiction of organization (, in each case, including by merging only with or into respect to any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or such lesser notice period agreed to by the LenderUCC financing statement, of its intention so such Loan Party. The Borrowers also agree promptly to do, clearly describing such change and providing such other information in connection therewith as notify the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority Administrative Agent if any material portion of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books Collateral is damaged or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If any material assets are acquired by any Loan Party after the delivery Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of financial statements the Collateral Documents upon the acquisition thereof), the Borrowers will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Loan Document Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, all at the expense of the Borrowers. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements, except to the extent delivered pursuant to the ABL Credit Agreement or related loan documents, (C) enter into Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the law of a jurisdiction other than the United States.
(c) If, despite the restrictions set forth in Section 8.046.02, the Borrower Company or any Subsidiary shall deliver g▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the ABL Credit Agreement, the Pre-Petition ABL Credit Agreement and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the ABL Credit Agreement thereof and such Liens securing the Secured Obligations to become subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement, all at the expense of the Loan Parties.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant Organizational Documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location chief executive office of a Loan Party, (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any office Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or a Restricted Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in which it maintains books the preceding sentence unless a reasonable period has been provided (such period to be at least three Business Days) for making all filings under the UCC or records relating otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral owned by it or (other than any office or facility at which Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, and the Collateral Trustee if any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is indestroyed. 108 US-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.DOCS\104110541.24
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section 4.3 of the Guarantee and Collateral Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.
Appears in 1 contract
Sources: Revolving Credit Agreement
Information Regarding Collateral. (a) No Borrower Party The Company shall, and it shall cause the Subsidiary Guarantors to, not effect any change (i) in the legal name of any Borrower Party legal nameLoan Party, (ii) in the location of any Borrower such Loan Party's chief executive office, (iii) in any Borrower such Loan Party's identity or organizational structure, (iv) in any Borrower such Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower such Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower such Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Documents corporate or similar organizational documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also The Company and each other Subsidiary granting a security interest in Collateral pursuant to a Security Document agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.1, the Borrower Company shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of the chief financial officer of the Company certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No later than the date on which the Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a) except during a Collateral Release Period, the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor.
(c) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the applicable Collateral Release Period.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect The Borrowers will furnish to the Administrative Agent prompt (and in any event within 30 days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party's chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive office of any Borrower Party's identity Loan Party or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in any Borrower and the Federal Taxpayer Identification Number of such Loan Party's jurisdiction of organization (, in each case, including by merging only with or into respect to any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or such lesser notice period agreed to by the LenderUCC financing statement, of its intention so such Loan Party. The Borrowers also agree promptly to do, clearly describing such change and providing such other information in connection therewith as notify the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority Administrative Agent if any material portion of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books Collateral is damaged or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If (i) any material assets are acquired by any Loan Party after the delivery Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of financial statements the Collateral Documents upon the acquisition thereof) or (ii) any Mortgaged Property is acquired by any Loan Party after the Effective Date, the Borrowers will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Loan Document Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, all at the expense of the Borrowers and, in the case of clause (ii), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements, except to the extent delivered pursuant to Section 8.04the ABL Credit Agreement or related loan documents, (C) enter into Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the Borrower shall deliver to law of a jurisdiction other than the Lender a Perfection Certificate SupplementUnited States.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion material portions of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the applicable Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 15 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (On Assignment Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 20 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or of any change in the location, other than in the ordinary course of its business, of any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) No The Lead Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Administrative Agent with at least ten (10) days prior written notice of the date that any such event shall occur): (i) in any Borrower Party legal nameLoan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive officeoffice or its principal place of business, (iii) in any Borrower Loan Party's ’s identity or organizational corporate structure, (iv) in the Canadian Borrower’s or any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) of its Subsidiaries’ jurisdictions of operation including an change in any Borrower Party's jurisdiction of organization (in each case, including by merging with office or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office store in which it maintains books or records relating to Collateral owned by it or any office office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or location from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the delivery of the financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Collateral Agent’s Lien would not be perfected therein without additional filings or registrations, or (v) in any Loan Party’s jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Administrative Agent prompt written notice of any such change not later than ten (10) days from the date such Loan Party has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral with a value is damaged or destroyed. In addition, the Lead Borrower will furnish to the Administrative Agent written notice at the end of each fiscal quarter of any change in excess of $[*****] any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.01(a)(i), the Lead Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Lead Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Second Restatement Effective Date or the date of the most recent Perfection Certificate delivered pursuant to this Section.
(c) Should any of the information on any of the Schedules hereto become misleading in any material respect as a result of changes after the Second Restatement Effective Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same; provided however that no update to any such Schedule shall result in the modification or expansion of any permissible transactions set forth in Article 6 hereof from those in existence immediately prior to the delivery of such updated schedules.
Appears in 1 contract
Information Regarding Collateral. Each Borrower and each Guarantor represents, warrants and covenants that (a) No Borrower the chief executive office of each Loan Party shall effect any change on the Closing Date is located at the address or addresses specified on Schedule 4.06, and (b) Schedule 4.06 contains a true and complete list of (i) in any Borrower Party the exact legal name, jurisdiction of formation, and address within the United States of each Loan Party and of each other Person that has effected any merger or consolidation with a Loan Party or contributed or transferred to a Loan Party any property constituting Collateral at any time since December 31, 2024, (excluding Persons making sales in the ordinary course of their businesses to a Loan Party of property constituting Inventory in the hands of such seller), (ii) in the exact legal name, jurisdiction of formation, jurisdiction identification number, and each location of any Borrower Party's the chief executive officeoffice of each Loan Party at any time since December 31, 2024, (iii) each location within the United States in which material goods constituting Collateral are located as of the Closing Date (together with the name of each owner of the property located at such address if not the applicable Loan Party, a summary description of the relationship between the applicable Loan Party and such Person and the maximum approximate book or market value of the Collateral held or to be held at such location). The Company shall not change, and shall not permit any Borrower Party's identity other Loan Party to change, its name, jurisdiction of formation (whether by reincorporation, merger or organizational structureotherwise), the location of its chief executive office or any location specified in clause (ivb)(iii) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if anyof the immediately preceding sentence, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with use or into permit any other entityLoan Party to use any additional trade name, reorganizingtrademark or other trade style, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender except upon giving not less than 10 thirty (30) days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender and taking or causing to be taken all such action at Borrowers’ or such other Loan Parties’ expense as may be reasonably requested by the Lender to perfect or maintain the perfection and priority of the security interest Lien of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall effect Promptly upon its occurrence and in any event each quarter, at the time of delivery of quarterly financial statements with respect to the preceding quarter pursuant to clause (b) of Section 5.01, Holdings will furnish to the Applicable Administrative Agent written notice of any change (i) in any Borrower Party Loan Party's legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party's identity or structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Holdings agrees not to a mortgaged property, (b) Collateral which is in-transit effect or permit any change referred to in the possession of employeespreceding sentence unless written notice has been delivered to the Collateral Agent, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise disposed that are required in order for the Collateral Agent (on behalf of the Secured Parties, as the case may be) to continue at all times following such change to have a valid, legal and perfected security interest in all the ordinary course of businessCollateral.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 8.045.01, Holdings (on behalf of itself and the Borrower other Loan Parties) shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementcertificate of a Financial Officer of Holdings certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office to the extent necessary to protect and perfect the security interests under the Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Administrative Agent not less than 10 days' ’ prior written notice (in the form of an certificate of signed by a duly authorized officer of a Borrower Party Responsible Officer), or such lesser notice period agreed to by the LenderAdministrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with At the delivery reasonable request of financial statements pursuant to Section 8.04, the Borrower Administrative Agent or the Required Lenders (which request shall be made no more than once per fiscal year of the Company unless a Default or Event of Default shall have occurred and be continuing) deliver to the Lender Administrative Agent a Perfection Certificate Supplementand a certificate of a Responsible Officer and the chief legal officer of the Company certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No later than the date on which the Parent Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Parent Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, each Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Parent ▇▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent US-DOCS\155682452.9 US-DOCS\155682452.9 and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than (a) changes in location to during a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessRelease Period.
(b) Concurrently with In the case of the Parent Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a) except during a Collateral Release Period, the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Parent Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor.
(c) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to furnish to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the applicable Collateral Release Period.
Appears in 1 contract
Sources: Thirteenth Amendment to Second Amended and Restated Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Navisite Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive officeoffice or principal place of business, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or ’s organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall unless all filings, publications and registrations have given been made under the Lender not less than 10 days' prior written notice (Uniform Commercial Code or other Applicable Law that are required in order for the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed Administrative Agent to by the Lender, of its intention so to do, clearly describing continue at all times following such change to have a valid, legal and providing such other information perfected first priority security interest or second priority security interest, as applicable (subject only to Permitted Liens having priority by operating of Applicable Law) in connection therewith as all the Lender may reasonably request Collateral for its own benefit and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority benefit of the security interest of the Lender in the Collateral, if applicableSecured Parties. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organization Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] 100,000 in value is located (including the establishment of any such new office or facility). The Borrower shall, other than (a) changes in location and shall cause each Subsidiary to, comply with the requirements of this Section 6.12 with respect to a mortgaged property, (b) Collateral which is in-transit or the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessABL Credit Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver Deliver to the Lender Administrative Agent and the Collateral Agent, upon reasonable request, such information reasonably deemed by the Administrative Agent or the Collateral Agent necessary to obtain or maintain (to the extent provided in the applicable Security Document) a Perfection Certificate Supplementvalid, perfected Lien on all ABL Priority Collateral or all ▇▇▇▇▇▇▇▇ Collateral acquired after the Closing Date to the extent required under the Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Toys R Us Inc)
Information Regarding Collateral. (a) No The Borrower Party shall effect will furnish to the Agents at least ten (10) days prior written notice of any change (i) in any Borrower Party legal nameLoan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party’s corporate structure or jurisdiction of incorporation or formation, or (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to a mortgaged property, (b) Collateral which is in-transit or in the possession it by its state of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessorganization.
(b) Concurrently with Should any of the delivery information on any of financial statements pursuant to Section 8.04the Schedules hereto become misleading in any material respect as a result of changes after the Closing Date, the Borrower shall deliver advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same. From time to time as may be reasonably requested by the Administrative Agent, but not more frequently than quarterly, the Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Closing Date that, if existing or occurring on the Closing Date, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall amend, supplement or otherwise modify any Schedule or representation, or shall result in the modification or expansion of any transactions permitted by Article 6 hereof from those in existence prior to the Lender delivery of such updated Schedules or such revision of a Perfection Certificate Supplementrepresentation, or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party Each of the Holdings and the Buyers shall effect furnish to the Sellers prompt written notice no later than 30 days prior to the occurrence of any change in (i) the legal name of any Grantor, as set forth in any Borrower Party legal name, its Organizational Documents or (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party's chief executive officeGrantor, (iii) in the location of the chief executive office of any Borrower Party's identity Grantor or organizational structure, (iv) in with respect to any Borrower Party's Federal Taxpayer Identification Number or Grantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the organizational identification number, if any, or (v) in any Borrower Party's jurisdiction the Federal Tax Payer of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableGrantor. Each Borrower Party agrees of Holdings and the Buyers agree not to promptly provide the Lender with certified Borrower Party Documents reflecting effect or permit any of the changes described change referred to in the preceding sentence. Each Borrower Party also agrees to promptly notify sentence unless all filings have been made under the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed UCC or otherwise disposed of that are required in order for the ordinary course of businessSellers to continue at all times following such change to have a valid, legal and perfected (to the extent perfection is required by this Agreement) security interest in all the Collateral.
(b) Concurrently with In the delivery event that any Grantor hereafter acquires any Collateral of financial statements pursuant a type described in Section 2.01(n) or any other interest in property that is of a type where a security interest or Lien must be or may be registered, recorded or filed under, or notice thereof given under, any federal statute or regulation, it shall promptly notify the Sellers thereof in writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as the Sellers may reasonably request in order to Section 8.04ensure that they have a valid, the Borrower shall deliver perfected (to the Lender a Perfection Certificate Supplementextent perfection is required by this Agreement), first priority security interest in such Collateral, subject in the case of priority only, to any Permitted Liens.
(c) Except as provided in the next sentence, in the event any Grantor receives any dividends, interest or distributions on any Pledged Ownership Interest or other Investment Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Ownership Interest or Investment Property, then (i) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (ii) such Grantor shall immediately take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, “control” (within the meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the UCC) of the Sellers over such Investment Property (including delivery thereof to the Sellers if applicable) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Sellers and shall segregate such dividends, distributions, securities or other property from all other property of such Grantor; provided, however that the foregoing shall not restrict the payment by any Grantor of any Restricted Payment permitted by this Agreement.
(d) If any Pledged Ownership Interests are not securities (for the purposes of the UCC) on the date hereof, no Grantor shall vote to enable or take any other action to cause any Issuer to elect or otherwise take any action to cause such Pledged Ownership Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any Issuer takes any such action in violation of the foregoing in this clause (d), such Grantor shall promptly notify the Sellers in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Sellers’ “control” (within the meaning of Section 8-106 of the UCC) thereof. If any Pledged Ownership Interests are securities (for the purposes of the UCC) on the date hereof, no Grantor shall vote to enable or take any other action to cause any Issuer to elect or otherwise take any action to cause such Pledged Ownership Interests to not be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any Issuer takes any such action in violation of the foregoing in this clause (d), such Grantor shall promptly notify the Sellers in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Sellers’ “control” (within the meaning of Section 8-106 of the UCC) thereof.
(e) Each Grantor will defend all of the material rights, title and interests of the Sellers in and to the Collateral against the claims and demands of all Persons whomsoever.
Appears in 1 contract
Sources: Guarantee, Pledge and Security Agreement (SemGroup Corp)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (PGT, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Revolving Credit Priority Collateral or any other material Collateral owned by it or any office or facility at which such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 2, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 2 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officer’s Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 to Amendment No. 2 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation and the European Insolvency Regulation, (i) no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is innor shall any Swiss Loan 1160299.01-transit or CHISR1160299.03H-CHISR02A - MSW Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, and (dvi) Collateral soldnor shall any French Guarantor change its centre of main interest from France, licensed or otherwise disposed nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in the ordinary course of business.
any other jurisdiction, and (bviii) Concurrently with the delivery of financial statements pursuant to Section 8.04other than as provided in paragraph (ii) above, the Borrower shall deliver no Guarantor (to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Each Loan Party shall effect will furnish to the Administrative Agent prompt (and in any event within thirty (30) days thereof (or such longer period as the Administrative Agent may agree)) written notice of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party's chief executive officemerger or consolidation), (iii) in any Borrower Party's identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or its organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (and its Federal Taxpayer Identification Number, in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdictioncase under this clause (iv), until (A) it shall have given only with respect to any Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or UCC financing statement of such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableLoan Party. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If any material assets are acquired by any Loan Party after the delivery Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of financial statements pursuant to Section 8.04the Collateral Documents upon the acquisition thereof), the Borrower Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall deliver be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties and, all to the Lender extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels or Collateral Access Agreements, (C) perfect Liens in any assets represented by a Perfection Certificate Supplementcertificate of title or (D) enter into any Collateral Documents governed by the laws of a jurisdiction other than the United States.
(c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall g▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or the Pre-Petition Term Credit Agreement and the Secured Obligations are not secured by a Lien on such assets, the Company will (i) promptly notify the Administrative Agent and cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, or cause such Subsidiary to take, as the case may be, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, and to cause such Liens securing Indebtedness under the Term Credit Agreement and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the Loan Parties.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Ascena Retail Group, Inc.)
Information Regarding Collateral. (a) No Borrower Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Borrower Party's chief executive officemerger or consolidation), (iii) in any Borrower Party's identity the location of its chief executive office or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or its organizational identification number, if any, or (v) in or, with respect to any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party )UCC financing statement, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableFederal Taxpayer Identification Number. Each Borrower Loan Party agrees not to promptly provide the Lender with certified Borrower Party Documents reflecting effect or permit any of the changes described change referred to in the preceding sentencesentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Borrower Loan Party also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If (i) any Mortgaged Property is acquired by any Loan Party after the delivery Second Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Second Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of financial statements pursuant to Section 8.04the Collateral Documents upon the acquisition thereof), the Borrower Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall deliver be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the Lender a Perfection Certificate Supplementcontrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers or Collateral Access Agreements with respect to any of their retail operating store locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Ascena Retail Group, Inc.)
Information Regarding Collateral. (a) No Borrower Credit Party shall effect any change (i) in any Borrower Party Credit Party’s legal name, (ii) in the location of any Borrower Credit Party's ’s chief executive office, (iii) in any Borrower Credit Party's ’s identity or organizational structure, (iv) in any Borrower Credit Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Credit Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Administrative Agent not less than 10 ten (10) days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderRequisite Lenders, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Requisite Lenders may reasonably request and request; (B) it shall have taken all action reasonably satisfactory to the Lender Requisite Lenders to maintain the perfection and priority of the security interest of the Lender Administrative Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Agreement. Each Borrower Credit Party agrees agrees, as soon as practicable, to promptly provide the Lender Administrative Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Credit Party also agrees to promptly notify the Lender Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged Property subject to a Mortgage or a leased property, (b) in each case if different than the location relating to such Collateral which is in-transit or set forth in the possession of employees, (c) Collateral which is out for repair schedules to the Security Instruments or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessmost recent supplement thereto.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.6(a), the Borrower shall each Credit Party shall, deliver to the Lender Administrative Agent a Perfection Certificate Supplementsupplement to the schedules to the Security Instruments or confirmation that there have been no changes to the information set forth in such schedules since the date of the Security Instruments or the last supplement thereto provided pursuant to this Section 5.17(b).
Appears in 1 contract
Sources: Delayed Draw Term Loan Credit Agreement (Par Petroleum Corp/Co)
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal nameLoan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s identity or corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Restatement Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Restatement Date of any Equity Interests of any Subsidiary to any Person other than the Company or another Subsidiary; (aiv) changes in location any liquidation or dissolution after the Restatement Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Restatement Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 10 days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Company, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Company setting forth the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Restatement Date or the date of the most recent certificate delivered pursuant to this Section.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect The Company will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, as set forth in any Borrower Party legal nameits organizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Borrower Party's chief executive officeLoan Party (including as a result of any merger or consolidation), (iii) in the location of the chief executive office of any Borrower Party's identity Loan Party or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, or (v) in or, with respect to any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party )UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Company agrees not to effect or such lesser notice period agreed permit any change referred to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. Each Borrower Party The Company also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If (i) any Mortgaged Property is acquired by any Loan Party after the delivery Effective Date or (ii) any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of financial statements pursuant to Section 8.04the Collateral Documents upon the acquisition thereof), the Borrower Company will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall deliver be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Company. It is understood and agreed that, notwithstanding anything to the Lender a Perfection Certificate Supplement.contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers or collateral access agreements with respect to any of their retail operating store locations or (C) enter into Control Agreements in respect of any Excluded Deposit Account
Appears in 1 contract
Information Regarding Collateral. (a) No Holdings and the U.S. Borrower Party shall effect will furnish to the U.S. Administrative Agent prompt written notice of any change (i) in any Borrower Party legal nameLoan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in such Loan Party’s jurisdiction of organization or in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number provided by the applicable Governmental Authority in such Loan Party’s jurisdiction of organization. Holdings and the Borrowers agree not to a mortgaged property, (b) Collateral which is in-transit effect or permit any change referred to in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed preceding sentence unless all filings under the Uniform Commercial Code or otherwise disposed that are required in order for the U.S. Collateral Agent or the Canadian Collateral Agent, as applicable, to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of in the ordinary course Secured Parties have been (or, within the period required by the Uniform Commercial Code or other applicable law, are subsequently) made. Holdings and the Borrowers also agree promptly to notify the U.S. Administrative Agent if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (a) of Section 5.01 (commencing with the delivery of such financial statements pursuant to Section 8.04for the Fiscal Year ending December 31, 2004), the U.S. Borrower shall deliver to the Lender U.S. Administrative Agent a certificate signed by an officer of the U.S. Borrower setting forth the information required pursuant to the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section.
Appears in 1 contract
Information Regarding Collateral. (a) No The Borrower Party shall effect will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party or in any Borrower Party legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Party's the chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender office of any change in the location Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or, except to the extent permitted by Section 5(j) of the Security Agreement, any office or facility at which any portion of Collateral with a value in excess of $[*****] owned or held by it or on its behalf is located (including the establishment of any such new office or facility), other than (aiii) changes in location the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (iv) the Federal Taxpayer Identification Number of any Loan Party. The Borrower agrees not to a mortgaged property, (b) Collateral which is in-transit effect or permit any change referred to in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise disposed that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of in the ordinary course of businessCollateral is damaged or destroyed.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.046.1(a), the Borrower and the Parent shall deliver to the Lender Administrative Agent a certificate of the chief executive officer or the chief financial officer of each of the Borrower or the Parent, (i) setting forth the information required pursuant to Sections 1, 2, 8, 9 and 10 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above, and all other actions have been taken, to the extent necessary to protect and perfect the security interests under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of each Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and Administrative Agent not less than 10 days' 30 days prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of Collateral Agent for the Lender benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer of Borrower certifying that all UCC and PPSA financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) Furnish to the Collateral Agent promptly (and in any Borrower Party event within fifteen (15) Business Days thereof (or such greater time as the Collateral Agent may agree)) written notice of any change in (A) the legal namename of the Company or any Guarantor, as set forth in its Organizational Documents, (iiB) in the jurisdiction of organization or the form of organization of the Company or any Guarantor (including as a result of any merger or consolidation), (C) the location of any Borrower Party's the chief executive office, office of the Company or any Guarantor or (iiiD) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, and the Federal Taxpayer Identification Number of the Company or (v) in any Borrower Party's jurisdiction of organization (such Guarantor, in each case, including by merging only with respect to any Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Guarantor. The Company agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue to have a valid, reorganizing, dissolving, liquidating, reorganizing or organizing legal and perfected security interest in any other jurisdiction), until all the Collateral affected thereby.
(ii) If (A) it any material assets are acquired by the Company or any Guarantor after the Closing Date (other than (x) assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof or (y) Excluded Assets), (B) any Guarantor has executed a Guarantor Joinder Agreement as required by Section 5.01(g) or (C) any Mortgaged Property is acquired by the Company or any Guarantor after the Closing Date, the Company will promptly notify the Collateral Agent thereof and will cause such assets (including the assets of such new Guarantor) to be subjected to a Lien securing the Secured Obligations and will take such actions as shall have given be necessary or reasonably requested by any Agent to satisfy the Lender not less than 10 days' prior written notice (Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Company and, in the form case of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request clauses (A) and (B) it shall have taken ), all action reasonably satisfactory to the Lender to maintain extent required by the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessDocuments.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Sources: Credit Agreement (CSRA Inc.)
Information Regarding Collateral. (a) No The Borrower Party shall effect will furnish to the Agent prompt written notice of any change (i) in any Borrower Party legal nameLoan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location to a mortgaged propertyany Loan Party's identity or corporate structure, (biv) Collateral which is in-transit in any Loan Party's Federal Taxpayer Identification Number or (v) any change in any Loan Party's jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed preceding sentence unless all filings under the Uniform Commercial Code or otherwise disposed that would be required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral have been duly executed and delivered by the applicable Loan Party to the Agent. The Borrower also agrees promptly to notify the Agent if any material portion of in the ordinary course of businessCollateral is damaged or destroyed.
(b) Concurrently with At the time of delivery of financial statements pursuant to clause (d)(i)(x) or (y) of Section 8.045.01, the Borrower shall deliver to the Lender Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (w) setting forth any change ("Perfection Certificate SupplementChange") in the information contained in the Perfection Certificate delivered to the Agent on the Amendment and Restatement Effective Date or the date of the most recent certificate delivered pursuant to this paragraph (b) or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this paragraph (b) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral if a Security Event has not occurred on or prior to the date of such certificate, have been delivered to the Agent, (x) identifying all Subsidiaries existing on the date of such certificate and indicating, for each such Subsidiary, whether such Subsidiary is a Material Subsidiary and whether such Subsidiary was formed or acquired since the end of the previous fiscal quarter, and (y) identifying any transactions permitted under Section 5.02(b) that have been consummated since the end of the previous fiscal quarter, including the date on which such transaction was consummated and the consideration therefor.
Appears in 1 contract
Sources: Credit Agreement (Supervalu Inc)
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed of and taking all other actions, in each case that are required in order for the ordinary course of business.
Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver subject to the Lender a Perfection Certificate Supplement.limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) in any Borrower Party legal name, (ii) in the location of any Borrower Party's ’s chief executive office, (iii) in any Borrower Party's ’s identity or organizational structure, (iv) in any Borrower Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officer’s Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.Supplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)..
Appears in 1 contract
Information Regarding Collateral. (i) Each of the Borrower and the Guarantor shall, and the Guarantor shall cause its Restricted Subsidiaries to, furnish to the Administrative Agent prompt written notice of any change (a) No Borrower Party shall effect in the Borrower's, the Guarantor's or any change (i) of the Guarantor's Restricted Subsidiaries' corporate name or in any Borrower Party legal nametrade name used to identify any of them in the conduct of its business or in the ownership of its properties, (iib) in the location of the Borrower's, the Guarantor's or any Borrower Partyof the Guarantor's Restricted Subsidiaries' chief executive office, (iii) in any Borrower Party's identity or organizational structuretheir principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains they maintain books or records relating to Collateral owned by it them or any office or facility at which Collateral owned by any portion of Collateral with a value in excess of $[*****] them is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair in the Borrower's, the Guarantor's or processing and any of the Guarantor's Restricted Subsidiaries' identity or corporate structure or (d) Collateral soldin the Borrower's, licensed the Guarantor's or any of the Guarantor's Restricted Subsidiaries' Federal Taxpayer Identification Numbers. The Borrower, the Guarantor, and each of the Guarantor's Restricted Subsidiaries agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise disposed that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower, the Guarantor, and each of in the ordinary course Guarantor's Restricted Subsidiaries also agree promptly to notify the Administrative Agent if any material portion of businessthe Collateral is damaged or destroyed.
(bii) Concurrently with Each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.01(a), each of the Borrower and the Guarantor shall deliver to the Lender Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Amendment Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.01.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender applicable Collateral Agents and the applicable Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the Lendersuch Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender such Collateral Agents or such Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the Lender benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender applicable Collateral Agents with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender applicable Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender applicable Administrative Agents and applicable Collateral Agents a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer(s) of the Borrowers certifying that all UCC financing statements (including fixture filings, as applicable), PPSA financing statements or financing change statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, any or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyMortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, (b) Collateral which is in-transit or Parent and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.12 with respect to the Obligations hereunder only to the same extent that Parent, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.12 with respect to the First Lien Obligations in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessFirst Lien Credit Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of the Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Second Lien Credit Agreement (Ply Gem Holdings Inc)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officer’s Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyMortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, (b) Collateral which is in-transit or Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessFirst Lien Credit Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thompson Creek Metals CO Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect any change (i) Furnish to the Collateral Agent promptly (and in any Borrower Party event within fifteen (15) Business Days thereof (or such greater time as the Collateral Agent may agree)) written notice of any change in (A) the legal namename of the Company or any Guarantor, as set forth in its Organizational Documents, (iiB) in the jurisdiction of organization or the form of organization of the Company or any Guarantor (including as a result of any merger or consolidation), (C) the location of any Borrower Party's the chief executive office, office of the Company or any Guarantor or (iiiD) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or the organizational identification number, if any, and the Federal Taxpayer Identification Number of the Company or (v) in any Borrower Party's jurisdiction of organization (such Guarantor, in each case, including by merging only with respect to any Guarantor organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Guarantor. The Company agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue to have a valid, reorganizing, dissolving, liquidating, reorganizing or organizing legal and perfected security interest in any other jurisdiction), until all the Collateral affected thereby.
(ii) If (A) it any material assets are acquired by the Company or any Guarantor after the Closing Date (other than (x) assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof or (y) Excluded Assets), (B) any Guarantor has executed a Guarantor Joinder Agreement as required by Section 5.01(g) or (C) any Mortgaged Property is acquired by the Company or any Guarantor after the Closing Date, the Company will promptly notify the Collateral Agent thereof and will cause such assets (including the assets of such new Guarantor) to be subjected to a Lien securing the Secured Obligations and will take such actions as shall have given be necessary or reasonably requested by any Agent to satisfy the Lender not less than 10 days' prior written notice (Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Company and, in the form case of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request clauses (A) and (B) it shall have taken ), all action reasonably satisfactory to the Lender to maintain extent required by the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessDocuments.
(biii) Concurrently Following the first date after a Lien Release Event on which a Ratings Trigger Event has occurred, the Company will promptly, and in any event within 30 days (or, in the case of any Mortgaged Property, 90 days) or such longer period as the Agents may reasonably agree, (i) execute and deliver, and cause each Guarantor to execute and deliver, to the Agents security documents, in form and substance substantially similar to the Collateral Documents in effect immediately prior to the most recent Lien Release Event, to the extent applicable, pursuant to which the Company and each Guarantor shall grant to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a security interest in all property (and types of property) of such Person that constituted Collateral under the Collateral Documents as in effect immediately prior to such Lien Release Event and (ii) take, and cause the relevant Restricted Subsidiaries to take, such actions shall be necessary or reasonably requested by any Agent to grant and perfect such Liens, including actions taken in connection with the delivery Liens granted on the Closing Date or actions of financial statements pursuant to Section 8.04the type described in Sections 5.01(g), 5.01(i) and 5.01(h), all at the Borrower shall deliver to expense of the Lender a Perfection Certificate SupplementCompany.
Appears in 1 contract
Sources: Credit Agreement (CSRA Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction)) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of U.S. Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Revolving Credit Priority Collateral or any other material Collateral owned by it or any office or facility at which such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 2, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 2 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officer’s Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 to Amendment No. 2 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation and the European Insolvency Regulation, (i) no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, and (dvi) Collateral soldnor shall any French Guarantor change its centre of main interest from France, licensed or otherwise disposed nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in the ordinary course of business.
any other jurisdiction, and (bviii) Concurrently with the delivery of financial statements pursuant to Section 8.04other than as provided in paragraph (ii) above, the Borrower shall deliver no Guarantor (to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officers’ Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent and the Collateral Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or 185 nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (dviii) Collateral soldother than as provided in paragraph (ii) above, licensed or otherwise disposed of in the ordinary course of business.
no Guarantor (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Holdings will furnish to the Administrative Agent prompt written notice of any change (i) in the corporate name of any Borrower Loan Party legal namethat executes any Security Document or in any trade name used to identify such Loan Party in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower such Loan Party's chief executive office, (iii) in any Borrower such Loan Party's identity or organizational structureprincipal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it such Loan Party maintains books or records relating to Collateral owned by it or or, to the extent that such Collateral has an aggregate fair market value in excess of $10,000,000, any office or facility at 115 which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), other than (aiii) changes in location to a mortgaged property, any Loan Party's identity or corporate structure or (biv) Collateral which is in-transit or in the possession Federal Taxpayer Identification Number of employeesany Loan Party that executes any Security Document. Holdings agrees not to effect or permit any change referred to in the preceding sentence unless all filings, (c) Collateral which is out for repair if any, have been made, or processing and (d) Collateral soldwill have been made within the applicable statutory period, licensed under the Uniform Commercial Code or otherwise disposed that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of in the ordinary course Secured Parties. Holdings also agrees promptly to notify the Administrative Agent if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) of Section 8.045.01, the Borrower Holdings shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of Holdings (i) setting forth all changes in the information set forth in Section 2 of the Perfection Certificate Supplementor confirming that there has been no change in such information, in either case since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section, and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record or have been delivered to the Administrative Agent for filing in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Veritas Software Technology Corp)
Information Regarding Collateral. (a) No Borrower Party shall effect Not make or suffer to exist any change (i) in any Borrower Party the Borrower’s legal name, (ii) in the location of any Borrower Party's the Borrower’s chief executive office, (iii) in any Borrower Party's the Borrower’s identity or organizational structure, (iv) in any Borrower Party's the Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's the Borrower’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Agent not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Agent to maintain the perfection and priority of the security interest of the Lender Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each The Borrower Party agrees agrees, as soon as practicable, to promptly provide the Lender Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each The Borrower Party also agrees to promptly notify the Lender Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged Mortgaged Property or a leased property, (b) in each case if different than the location relating to such Collateral which is in-transit or set forth in the possession of employees, (c) Collateral which is out for repair schedules to the Security Agreement or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessmost recent supplement thereto.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(b) for the last month of each fiscal quarter, the Borrower shall deliver to the Lender Agent a Perfection Certificate Supplementsupplement to the schedules to the Security Agreement or confirmation that there have been no changes to the information set forth in such schedules since the date of the Security Agreement or the last supplement thereto provided pursuant to this Section 5.13(b).
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officers’ Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the 1060441.101066947.03-CHISR01A - MSW Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent and the Collateral Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (dviii) Collateral soldother than as provided in paragraph (ii) above, licensed or otherwise disposed of in the ordinary course of business.
no Guarantor (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect any change Tech Data represents and warrants as of the Third Omnibus Amendment Closing Date and covenants that: (i) in any Borrower Party each exact legal name, type of organization, jurisdiction of formation and chief executive office of Tech Data and each other Person providing Collateral pursuant to the Pledge Agreement (each, a “Grantor”) at the Third Omnibus Amendment Closing Date, (ii) the exact U.S. taxpayer identification number and organizational identification number of each Grantor at the Third Omnibus Amendment Closing Date, (iii) each exact legal name, type of organization, jurisdiction of formation, and chief executive office of each Direct Foreign Subsidiary that is a Significant Subsidiary at the Third Omnibus Amendment Closing Date, (iv) each exact legal name of each Person owning Subsidiary Securities of any such Direct Foreign Subsidiaries and the number and class of any such Subsidiary Securities owned by such Person, and (v) each exact legal name of each Subsidiary and an indication of whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Direct Foreign Subsidiary or Significant Subsidiary, are specified on Schedule 5.9, as Schedule 5.9 shall be updated annually in accordance with Section 7.02(b) of the Amended Tech Data Credit Agreement. Tech Data further covenants that it shall not change, and shall not permit any other Grantor or any Direct Foreign Subsidiary that is a Significant Subsidiary to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), the location of any Borrower Party's its chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior except upon giving written notice (in prior to or immediately following such change) to the form of an certificate of a duly authorized officer of a Borrower Party ), Administrative Agent and the Collateral Agent and (prior to such change or immediately following such change) taking or causing to be taken all such action at Tech Data’s or such lesser notice period agreed to other Grantor’s expense as may be required by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender applicable Law to maintain the perfection and priority of the security interest Lien of the Lender Collateral Agent in all Collateral. Without limiting the Collateralgenerality of the foregoing, Tech Data covenants that it shall, and shall cause each Grantor to, (prior to such change or, if applicable. Each Borrower Party agrees later, immediately upon request) take all such action at Tech Data’s or such other Grantor’s expense as may be reasonably requested by the Collateral Agent or the Administrative Agent to promptly provide perfect or maintain the Lender with certified Borrower Party Documents reflecting any perfection of the changes described Lien of the Collateral Agent in Collateral pledged under the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessPledge Agreement.
(b) Concurrently with Section 7.1(n)(ii) of the delivery of financial statements pursuant Participation Agreement is hereby amended to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.read as follows:
Appears in 1 contract
Sources: Omnibus Amendment (Tech Data Corp)
Information Regarding Collateral. Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Agents at least thirty (30) days’ (or such shorter period as to which the Administrative Agent may agree in its sole discretion) priorprompt written notice of any change in: (a) No Borrower Party shall effect any change (i) Loan Party’s legal name or in any Borrower Party legal name, trade name used to identify it in the conduct of its business or in the ownership of its properties; (iib) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral located in Canada owned by it or any office or facility at which any portion of Collateral with a value located in excess of $[*****] Canada owned by it is located (including the establishment of any such new office or facility), ; provided that any such notice with respect to the opening or closing of any retail store (other than (athe opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) changes in location shall be provided to a mortgaged property, (b) Collateral which is in-transit or in the possession Agents solely upon request of employees, the Administrative Agent; (c) Collateral which is out for repair any Loan Party’s organizational structure or processing and jurisdiction of incorporation or formation; or (d) Collateral sold, licensed any Loan Party’s Federal Taxpayer Identification Number or otherwise disposed organizational identification number assigned to it by its state of organization. The Loan Parties agree not to effect or permit any change referred to in the ordinary course of business.
(b) Concurrently with preceding sentence unless all filings, publications and registrations, have been made under the delivery of financial statements pursuant to Section 8.04Uniform Commercial Code, PPSA or other Applicable Law that are required in order for the Agents toafter giving effect thereto, the Borrower shall deliver Agents continue at all times following such change to have a valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to the Lender a Perfection Certificate SupplementIntercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Term Loan Documents and Liens permitted under clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances”) security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdictionjurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent and the Lender not less than 10 30 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the Lender, of its intention so to doCollateral Agent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentencesentences. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (ax) changes in the location of such Collateral to real property owned by a Loan Party or to leased property subject to a mortgaged propertyLandlord Access Agreement, and (by) Collateral which is in-transit or changes in the possession location of employeesinventory to the location of third party vendors of such Loan Party solely for the purpose of further processing, (c) Collateral which is out but only so long as the value of such inventory for repair or processing and (d) Collateral sold, licensed or otherwise disposed of all Loan Parties does not exceed $1,000,000 in the ordinary course of businessaggregate.
(b) Concurrently If required pursuant to Section 6.02(a), deliver to the Lender and the Collateral Agent a Perfection Certificate Supplement concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement6.01(a).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Revolving Credit Priority Collateral or any other material Collateral owned by it or any office or facility at which such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officer’s Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Borrowers and Borrowing Base Guarantors shall not permit more than $10,000,000 in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (i) no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall any German Loan Party change its centre of main interest from Germany, (v) [intentionally omitted], and (dvi) Collateral soldnor shall any French Guarantor change its centre of main interest from France, licensed or otherwise disposed of nor shall any French Guarantor have an “establishment” in the ordinary course of businessany other jurisdiction.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Revolving Credit Priority Collateral or any other material Collateral owned by it or any office or facility at which such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officer’s Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (i) no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall any German Loan Party change its centre of main interest from Germany, (v) [intentionally omitted], and (dvi) Collateral soldnor shall any French Guarantor change its centre of main interest from France, licensed or otherwise disposed of nor shall any French Guarantor have an “establishment” in the ordinary course of businessany other jurisdiction.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender a Perfection Certificate Supplement.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. 3. Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (ai) No Borrower Party shall effect any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to except during any Collateral Release Period, any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period.
(a) changes In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) except during a Collateral Release Period, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in location such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing this Section and (dii) Collateral sold, licensed any liquidation or otherwise disposed dissolution during such preceding fiscal year of in the ordinary course of businessany Subsidiary other than an Excluded Subsidiary.
(b) Concurrently with Promptly after the delivery occurrence of financial statements pursuant a Collateral Reinstatement Event, furnish and cause each Loan Party to Section 8.04furnish to each of the Administrative Agent, the Borrower shall deliver to Collateral Agent and the Lender a Perfection Certificate SupplementCollateral Trustee prompt written notice of any event described in Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the applicable Collateral Release Period.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal nameLoan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (iiB) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Party's identity or organizational structureits principal place of business, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary to any person other than the Company or another Subsidiary; (aiv) changes in location any liquidation or dissolution after the Closing Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 10 days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Company, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Company setting forth the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy Inc)
Information Regarding Collateral. (a) No Borrower Party shall effect Furnish to the Administrative Agent and the Collateral Agent (1) 30 days (or such lesser period as may be consented to in writing by the Administrative Agent and the Collateral Agent in their discretion) prior written notice (in the form of an Officer’s Certificate), clearly describing any change of the following changes (i) in any Borrower Party legal nameLoan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Party's identity its principal place of business or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it it, (iii) in any Loan Party’s existence or legal structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or its Organizational Identification Number from its jurisdiction of organization or (v) in any Loan Party’s jurisdiction of organization and (2) written notice promptly after the establishment of any new office or facility at which any portion of Collateral with having a value in excess of $[*****] 250,000 is located (including or will be located, provided that such notice shall be furnished to the establishment of Administrative Agent and the Collateral Agent at least 30 days prior to any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or being eligible for inclusion in the possession calculation of employees, (c) Collateral which is out for repair the Borrowing Base. The Borrowers agree not to effect or processing and (d) Collateral sold, licensed permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise disposed of that are required in order for the ordinary course of businessCollateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrowers agree to provide to the Collateral Agent such other information in connection with such changes as the Collateral Agent may reasonably request.
(b) Concurrently with Each year, at the time of delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender a Administrative Agent and the Collateral Agent an Officer’s Certificate of the Administrative Borrower (i) setting forth the information required pursuant to the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate or the last Perfection Certificate Supplement delivered to the Administrative Agent and the Collateral Agent and (ii) certifying that no Company has taken any actions (and that no Responsible Officer is aware of any actions so taken) to terminate any UCC Financing Statements (including fixture filings and filings with respect to “As-Extracted Collateral” (as defined in the Security Agreement), as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, in each case containing a description of the Collateral, which have been filed of record in each governmental, municipal or other appropriate office in each relevant jurisdiction.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Trustee and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Trustee, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Trustee or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Trustee to maintain the perfection and priority of the security interest of the Lender Collateral Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Trustee with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Trustee of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessa leased property subject to a Landlord Access Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Trustee a Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal name, (ii) in the location of any Borrower Loan Party's ’s chief executive office, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Administrative Agent not less than 10 days' ’ prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers’ Certificate), or such lesser notice period agreed to by the LenderAdministrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent or Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees agrees, as soon as practicable, to promptly provide the Lender Administrative Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged Mortgaged Property or a leased property, (b) in each case if different than the location relating to such Collateral which is in-transit or set forth in the possession of employees, (c) Collateral which is out for repair schedules to the Security Agreement or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessmost recent supplement thereto.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent a Perfection Certificate Supplementsupplement to the schedules to the Security Agreement or confirmation that there have been no changes to the information set forth in such schedules since the date of the Security Agreement or the last supplement thereto provided pursuant to this Section 5.13(b).
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Delta Petroleum Corp/Co)
Information Regarding Collateral. (a) No Borrower Furnish, and will cause each Loan Party shall effect to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Borrower Party legal name, (ii) Loan Party’s corporate name as set forth in the location of any Borrower Party's chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (aiv) changes in location any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to a mortgaged property, (b) Collateral which is in-transit be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the applicable Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the First Restatement Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (ai) No Borrower Party shall effect Holdings will furnish to the Collateral Agent prompt written notice of any change (iA) in any Borrower Party legal Loan Party’s corporate name, ; (iiB) in the location of any Borrower Loan Party's ’s chief executive office, ; (iiiC) in any Borrower Loan Party's ’s identity or organizational corporate structure, ; (ivD) in any Borrower Loan Party's ’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification Number or state organizational identification number, if any, . Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence;
(ii) Holdings agrees not to effect or permit any change referred to in the preceding subclause (vii) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (A) it shall have given the Lender not less than 10 days' prior written notice Collateral Agent and the Administrative Agent prompt (and in the form of an certificate of a duly authorized officer of a Borrower Party ), any event within ten (10) days (or such lesser later date as the Administrative Agent may agree) notice period agreed to by the Lender, of its intention so to dofollowing any such change, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and request; (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Party agrees applicable (including, without limitation, filings under the UCC or otherwise that are required in order for the Collateral Agent to promptly provide continue at all times following such change to have a valid, legal and perfected security interest in all the Lender with certified Borrower Party Documents reflecting any of the changes described Collateral as contemplated in the preceding sentence. Security Documents);
(iii) Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which any portion of Revolving Loan Priority Collateral with a value in excess of $[*****] 1,000,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (biii) Collateral which is in-with respect to (A) mobile goods; (B) Inventory or Equipment in transit or being handled by freight forwarders; (C) property at other locations in connection with the repair or refurbishment thereof; and (D) collateral in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of employees in the ordinary course of business.;
(biv) Concurrently with Holdings also agrees promptly after it becomes aware to notify the delivery Collateral Agent (A) if any material portion of financial statements pursuant to Section 8.04the Revolving Loan Priority Collateral is damaged or destroyed or otherwise materially adversely affected; (B) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or material claim asserted against any of the Borrower shall deliver to Collateral; (C) the Lender occurrence of a Perfection Certificate Supplement.Casualty Event; or (D) the occurrence of any other event which could materially affect the value of the Collateral;
Appears in 1 contract
Sources: Revolving Syndicated Facility Agreement (Tronox LTD)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizingreincorporating, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit Mortgaged Property or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.a leased property subject to a Landlord Access Agreement. -82-
(b) Concurrently with the delivery of financial statements pursuant to Section 8.04SECTION 5.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate Supplementcertificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 12 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Revolving Credit Priority Collateral or any other material Collateral owned by it or any office or facility at which such Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24 to Amendment No. 10, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate or otherwise by notice to the Administrative Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to the location of Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit any Borrower or Borrowing Base Guarantor from maintaining Inventory having Dollar Equivalent fair market value not in excess of $15,000,000 located at locations not identified on Schedule 3.24 to Amendment No. 10 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officer’s Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change The Borrowers and Borrowing Base Guarantors shall not permit more than $15,000,000 in the aggregate of their Inventory to be located at any location of any office not listed on Schedule 3.24 to Amendment No. 10 (other than Inventory in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facilitytransit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation and the European Insolvency Regulation, (i) 238 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW no U.K. Loan Party shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation or Article 2(10) of the European Insolvency Regulation, as applicable) in any jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor shall any German Loan Party change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, and (dvi) Collateral soldnor shall any French Guarantor change its centre of main interest from France, licensed or otherwise disposed of nor shall any French Guarantor have an “establishment” in the ordinary course of business.
any other jurisdiction, and (bvii) Concurrently with the delivery of financial statements pursuant to Section 8.04other than as provided in paragraph (ii) above, the Borrower shall deliver no Guarantor (to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall effect Furnish to each of the Administrative Agent and the Collateral Agent prompt written notice of (i) any change (i) in any Borrower Party legal name, (iiA) in the location of any Borrower Party's chief executive office, (iii) Borrower’s corporate name as set forth in any Borrower Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender not less than 10 days' prior written notice (in the form of an its certificate of a duly authorized officer incorporation, certificate of a Borrower Party )formation or other relevant organizational documents, or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the Lender to maintain the perfection and priority control of the security interest Administrative Agent or the Collateral Agent) at which material portions of the Lender in the Collateral, if applicable. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), (C) in the Borrower’s corporate structure or (D) in the Borrower’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary; and (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary to any Person other than (a) changes in location the Borrower or another Subsidiary of the Borrower or the Company. The Borrower agrees not to a mortgaged property, (b) Collateral which is in-transit effect or permit any change referred to in the possession of employees, preceding sentence unless a reasonable period has been provided (csuch period to be at least 3 Business Days) Collateral which is out for repair or processing and (d) Collateral sold, licensed making all filings under the UCC or otherwise disposed and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of in the ordinary course Administrative Agent and the Collateral Agent if any material portion of businessthe Collateral is damaged or destroyed.
(b) Concurrently with In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 8.045.04(a), the Borrower shall deliver to the Lender Administrative Agent a certificate of a Financial Officer of the Borrower setting forth (i) the information required pursuant to Section I of the Perfection Certificate Supplementor confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Funding Date or the date of the most recent certificate delivered pursuant to this Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Information Regarding Collateral. (a) No Borrower Each Loan Party shall effect will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) in any Borrower Party its legal name, as set forth in its organizational documents, (ii) in its jurisdiction of organization or the form of its organization (including as a result of any merger, amalgamation or consolidation), (iii) the location of any Borrower Party's its chief executive office, (iii) in any Borrower Party's identity or organizational structure, (iv) the jurisdiction in which it maintains any Borrower Party's Federal Taxpayer Identification Number Collateral, or (v) its organizational identification number, if anyany and the Federal Taxpayer Identification Number of such Loan Party, or in each case of this subclause (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given only with respect to any Loan Party organized under the Lender not less than 10 days' prior written notice (in the form of an certificate laws of a duly authorized officer jurisdiction that requires such information to be set forth on the face of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableUCC financing statement. Each Borrower Loan Party agrees not to promptly provide the Lender with certified Borrower Party Documents reflecting effect or permit any of the changes described change referred to in the preceding sentencesentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected Lien on all the Collateral affected thereby. Each Borrower Loan Party also agrees promptly to promptly notify the Lender of Administrative Agent if any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material portion of the Collateral with a value in excess of $[*****] is located (including the establishment of any such new office damaged or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessdestroyed.
(b) Concurrently with If any material assets are acquired by any Loan Party after the delivery of financial statements pursuant to Section 8.04, Effective Date (other than assets constituting Collateral under the Borrower shall deliver Collateral Documents that become subject to the Lender Lien in favor of the Administrative Agent set forth in the Collateral Documents upon the acquisition thereof), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Perfection Certificate SupplementLien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Party, shall not be required to (A) grant mortgages, (B) obtain landlord lien waivers, estoppels, Collateral Access Agreements or bailee agreements with respect to any of their retail operating store locations or (C) enter into Deposit Account Control Agreements in respect of any Excluded Account.
Appears in 1 contract
Sources: Senior Secured Super Priority Debtor in Possession Credit Agreement (Tailored Brands Inc)
Information Regarding Collateral. (a) No Borrower Party shall effect Issuer will furnish to Collateral Agent prior written notice of any change (i) in any Borrower Party legal Note Party’s corporate name, (ii) in the location of any Borrower Note Party's chief executive office’s identity or corporate structure, or (iii) in any Borrower Note Party's identity or organizational structure, (iv) in any Borrower Party's Federal Taxpayer Identification Number or organizational ’s federal taxpayer identification number. Each Note Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC, if anyintellectual property filings (including Intellectual Property Security Agreements to be filed with the U.S. Copyright Office, or (v) in any Borrower Party's jurisdiction of organization (in each case, including by merging with or into the U.S. Patent and Trademark Office and any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other equivalent and relevant foreign office of competent jurisdiction), until or otherwise that are required (Asubject to Legal Reservations and Perfection Requirements) it shall in order for Collateral Agent to continue at all times following such change to have given a valid, legal and perfected security interest in all the Lender not less than 10 days' prior written notice (Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Lender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender to maintain the perfection and priority of the security interest of the Lender in the Collateral, if applicableCollateral Documents. Each Borrower Party agrees to promptly provide the Lender with certified Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify the Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.
(b) Concurrently with the delivery of the financial statements pursuant referred to in Section 8.045.1(b), the Borrower Issuer shall deliver attach to the Lender Compliance Certificate required to be then delivered by Section 5.1(d) a Perfection Certificate Supplement.report supplementing the Schedules to the Security Agreement. Each Note Party (a) also agrees promptly to notify Collateral Agent if any portion or value of the Collateral (including any Intellectual Property) is at risk, canceled, terminated, rejected, expired, lapsed, damaged or destroyed or the commencement of any action or proceeding relating to any Collateral including for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Insurance/Condemnation Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Note Documents. In or the event that any Person owns more than five percent (5%) of the Equity Interests of any Note Party or any of its Subsidiaries, such Note Party shall promptly provide the Administrative Agent with notice thereof and promptly provide the Agents and the Purchasers with all documentation and other information, including a duly executed W-9 tax form (or such other applicable IRS tax form) of such Persons, required by such institution or its bank regulatory authorities under applicable economic sanctions laws, “know your customer” and other terrorism, counter-terrorism and anti-money laundering rules and regulations, including the PATRIOT Act and the United States Executive Order No. 13224 on Terrorist Financing;
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Vahanna Tech Edge Acquisition I Corp.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Borrower Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Borrower Loan Party's ’s identity or organizational structure, (iv) in any Borrower Loan Party's ’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent not less than 10 days' ten (10) Business Days’ prior written notice (in the form of an certificate Officers’ Certificate) of a duly authorized officer of a Borrower Party )its intention to do so, or such lesser notice period agreed to by the Lender, of its intention so to doAdministrative Agent and the Collateral Agent, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Administrative Agent and the Collateral Agent, upon request therefor, with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Party also agrees to promptly notify For the Lender purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), jurisdiction other than (a) changes in location to a mortgaged propertyIreland or Germany, (biii) Collateral which is in-transit or nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in the possession of employeesany other jurisdiction, (civ) Collateral which is out for repair or processing nor 967770.02F-CHISR1034077.05-CHISR01A - MSW 177 shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (dviii) Collateral soldother than as provided in paragraph (ii) above, licensed or otherwise disposed of in the ordinary course of business.
no Guarantor (b) Concurrently with the delivery of financial statements pursuant to Section 8.04, the Borrower shall deliver to the Lender extent such Guarantor is subject to the Regulation) shall have a Perfection Certificate Supplementcentre of main interest other than as situated in its jurisdiction of incorporation.
Appears in 1 contract
Sources: Credit Agreement (Novelis Inc.)
Information Regarding Collateral. (a) No Borrower Party shall Not effect any change (i) in any Borrower Party Loan Party's legal name, (ii) in the location of any Borrower Loan Party's chief executive office, (iii) in any Borrower Loan Party's identity or organizational structure, (iv) in any Borrower Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Borrower Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Lender Collateral Agent and the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, and in the case of clauses (ii) through (v), not less than 10 30 days' prior written notice (in the form of an certificate of a duly authorized officer of a Borrower Party Officers' Certificate), or such lesser notice period agreed to by the LenderCollateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Lender Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Lender Collateral Agent to maintain the perfection and priority of the security interest of the Lender Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Borrower Loan Party agrees to promptly provide the Lender Collateral Agent with certified Borrower Party Organizational Documents reflecting any of the changes described in the preceding sentence. Each Borrower Loan Party also agrees to promptly notify the Lender Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged propertyMortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of First Lien Obligations, (b) Collateral which is in-transit or Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of businessFirst Lien Credit Agreement.
(b) Concurrently with the delivery of financial statements pursuant to Section 8.045.01(a), the Borrower shall deliver to the Lender Administrative Agent and the Collateral Agent a Perfection Certificate SupplementSupplement and a certificate of a Financial Officer and the chief legal officer of Borrower certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract