Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 3 contracts

Sources: Credit Agreement (American Media Operations Inc), Credit Agreement (Marketing Services Inc), Credit Agreement (American Media Operations Inc)

Information Regarding Collateral. The Company agrees promptly (aand in any event no later than the earlier of (x) The Borrower will 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i) furnish to the Administrative Collateral Agent prompt written notice of any change (iA) in any Loan Party's ’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iiiB) in any Loan Party's ’s identity or corporate structure or structure, (ivC) in any Loan Party's ’s jurisdiction of organization or (D) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower agrees not Number or state organizational identification number and (ii) with respect to effect or permit any change referred to in the preceding sentence unless U.S. Loan Party, make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the CollateralCollateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(j)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(j) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90 day period, the Company and its Subsidiaries will have an additional 90 day period to comply with Section 6.01(j) in regards to the new change (and shall not be required comply with Section 6.01(j) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(j) unnecessary). The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 3 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish With respect to the Administrative Agent prompt written notice of any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (ii) in any Loan Party's identity or organizational structure, (iii) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any or (iv) in any Loan Party's jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) with respect to such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Numbera leased property subject to a Landlord Access Agreement. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 3 contracts

Sources: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. (a) The Borrower Parent will furnish to the Administrative Agent prompt promptly (and in any event within 60 days thereof) written notice of any change in (i) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iii) in the location of the chief executive officer of any Loan Party's identity or corporate structure Party or (iv) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower Parent agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. The Borrower Parent also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIf (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 time expense of delivery Parent and, in the case of annual financial statements 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 respect to the preceding fiscal year pursuant to clause (a) any of Section 5.01their retail operating store locations, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information unless required pursuant to Section 2 of the Perfection Certificate ABL Credit Agreement or confirming that there has been no change related loan documents or (C) enter into Control Agreements 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) respect of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentExcluded 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) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan Party's corporate ’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 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 Loan Party's ’s identity or corporate structure or organizational structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, or (v) in any 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 applicable Collateral Agents and the applicable Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by such Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as such Collateral Agents or such Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to such Collateral Agents to maintain the perfection and priority of the security interest of such Collateral Agents for the benefit of the Secured Parties in the Collateral, if applicable. The Borrower Each Loan Party agrees not to effect or permit promptly provide the applicable Collateral Agents with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralsentence. The Borrower Each Loan Party also agrees to promptly to notify the Administrative Agent if applicable Collateral Agents of any material portion change in the location of the any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is damaged located (including the establishment of any such new office or destroyedfacility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the applicable Administrative Agent Agents and applicable Collateral Agents a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer officer(s) of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 3 contracts

Sources: Credit Agreement (Linens N Things Inc), Credit Agreement (Linens N Things Inc), Senior Secured, Super Priority Debtor in Possession and Exit Option Credit Agreement (Linens N Things Inc)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (iA) in any Loan Party's Restricted Subsidiary’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant Constituent Documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or Restricted Subsidiary’s corporate structure or (ivD) in any Loan Party's 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 (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.05(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Funds Availability Date (or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered 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 this Section 5.03(b5.10, the Borrower shall update the “Core Assets” schedule attached as Schedule 1.01(a) shall identify to include such newly acquired power generating facility. (d) To the extent incurred in reliance on the format of Schedule IIexception set forth in Section 6.02(aa), III, IV or V, as applicable, provide written notice of the Security Agreement all Intellectual Property (as defined in the Security Agreement) imposition of any Loan Party in existence Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentany 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) The No Borrower will furnish to the Administrative Agent prompt written notice of Party shall effect any change (i) in any Loan 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 propertiesBorrower Party legal name, (ii) in the location of any Loan 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 principal place 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 businessthe 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 owned by it with a value in excess of $[*****] is located (including the establishment of any such new office or facility), other than (iiia) changes in any Loan Party's identity location to a mortgaged property, (b) Collateral which is in-transit or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise that are required disposed of 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 ordinary course of the Collateral is damaged or destroyedbusiness. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.018.04, the Borrower shall deliver to the Administrative Agent Lender a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 3 contracts

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

Information Regarding Collateral. (a) The No Borrower will furnish to the Administrative Agent prompt written notice of Party shall effect any change (i) in any Loan 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 propertiesBorrower Party legal name, (ii) in the location of any Loan Borrower 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 principal place 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 businessthe 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 owned by it with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (iiia) changes in any Loan Party's identity location to a mortgaged property, (b) Collateral which is in-transit or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise that are required disposed of 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 ordinary course of the Collateral is damaged or destroyedbusiness. (ba) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.018.03, the Borrower shall deliver to the Administrative Agent Lender a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 3 contracts

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

Information Regarding Collateral. Except upon thirty (a30) The Borrower will furnish days prior written notice to the Administrative Agent prompt written notice and delivery to the Administrative Agent of all documents, certificates and information reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests of the Administrative Agent in the Collateral, the Borrowers will not, and will not permit any change Loan Party or New UK Holdco to, (i) in change any Loan Party's ’s or New UK Holdco’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 change the location of any Loan Party's ’s or New UK Holdco’s chief executive officeoffice (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 or any office or facility at the Collateral, which Collateral owned by it is located (including the establishment of any such new office or facility)locations shall be listed on Schedule 7.13, (iii) locate any Loan Party’s or New UK Holdco’s equipment (other than such equipment which, together with all such other inventory or equipment, does not have a fair market value in excess of $500,000) at any location which is not listed on Schedule 7.13 (except to the 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 ’s or in New UK Holdco’s identity or corporate 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, (ivv) make any changes in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect ’s organizational number issued by the Secretary of State of the State of such Loan Party’s organization or permit (vi) make any change referred to changes in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion jurisdiction of the Collateral is damaged or destroyed. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) 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 Section: “The Borrowers will not, and will not permit any Subsidiary to, amend or otherwise modify the terms or provisions of the New UK Holdco Note in existence on the date thereof and not then listed on such Schedules as previously so identified any manner or respect that is adverse to the Collateral AgentLenders; provided, that (x) the parties may forgive the Indebtedness evidenced by the New UK Holdco Note or convert or swap the New UK Holdco Note for Equity Interests of New UK Holdco and (y) the parties may change the interest rate or the principal amount from time to time under the New UK Holdco Note.” (t) Section 8.1(i) of the Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof of 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 8.1(q) of the Credit Agreement is amended by deleting such Section in its entirety and substituting in lieu thereof the following:

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Crawford & Co)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facility), consolidation) or (iii) in the organizational identification number, if any, or, with respect to any Loan Party's identity or corporate structure or (iv) in any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the The Borrower shall deliver will furnish to the Administrative Agent prompt written notice of (i) the acquisition by any Loan Party of, or any real property otherwise becoming, a certificate of a Financial Officer and Mortgaged Property after the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Original Effective Date or and (ii) the date acquisition by any Loan Party of any other material assets after the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(bOriginal Effective Date, other than (x) shall identify in the format of Schedule II, III, IV or V, as applicable, of any assets constituting Collateral under the Security Agreement all Intellectual Property Documents in which the Administrative Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Security Document) upon the acquisition thereof and (y) Excluded Assets (as defined in the Security Collateral Agreement). (c) The Borrower will, as promptly as practicable, notify the Administrative Agent of the existence of any deposit account or securities account maintained by a Loan Party in existence on respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the date thereof definition of the term “Collateral and Guarantee Requirement” but is not then listed on such Schedules as previously so identified to the Collateral Agentyet in effect.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice (which shall in any event be provided by the earlier of any (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreement would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party's corporate name or ’s legal name, as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiessuch Loan Party’s Organizational Documents, (ii) any change in the location jurisdiction of incorporation or organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) any change in the form of organization of any Loan Party and (iv) any change in any Loan Party's identity ’s organizational identification number or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a Uniform Commercial Code financing statement. The Borrower Upon request, the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) 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. The Borrower also agrees promptly to notify the Administrative Agent if Collateral following any material portion of the Collateral is damaged or destroyedsuch change. (b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower Company shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer and the chief legal officer of the Borrower Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 2 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since from the date most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentClosing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice (which shall in any event be provided by the earlier of any (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party's corporate name or ’s legal name, as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiessuch Loan Party’s Organizational Documents, (ii) any change in the location jurisdiction of incorporation or organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) any change in the form of organization of any Loan Party and (iv) any change in any Loan Party's identity ’s organizational identification number or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a Uniform Commercial Code financing statement. The Borrower Upon request, the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) 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. The Borrower also agrees promptly to notify the Administrative Agent if Collateral following any material portion of the Collateral is damaged or destroyedsuch change. (b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower Company shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer and the chief legal officer of the Borrower Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 2 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since from the date most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentClosing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Each of Holdco and Borrower will shall, and shall 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 such Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or ’s corporate structure or structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, dissolving. The liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower agrees shall not, and shall not to permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent prior written notice of any such change and (ii) prior to or concurrently with such change, all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected Second Priority security interest interests in all the Collateral. The Each of Holdco and Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of each delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (a) of Section 5.015.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and or the chief legal officer of Borrower (i) updating, to the Borrower setting forth 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 required pursuant reasonably requested by the Administrative Agent with respect to Section 2 of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of last such certificate (or, if no such certificate has previously been delivered, since the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentClosing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Each of Holdco and Borrower will shall, and shall 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 such Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or ’s corporate structure or structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, dissolving. The liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower agrees shall not, and shall not to permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent prior written notice of any such change and (ii) prior to or concurrently with such change, all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected First Priority security interest interests in all the Collateral. The Each of Holdco and Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of each delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (a) of Section 5.015.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and or the chief legal officer of Borrower (i) updating, to the Borrower setting forth 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 required pursuant reasonably requested by the Administrative Agent with respect to Section 2 of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of last such certificate (or, if no such certificate has previously been delivered, since the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentClosing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan Party's corporate ’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 Loan Party's ’s identity or corporate structure or organizational structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten (10) 110 Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Borrower Each Loan Party agrees not to effect or permit promptly provide the Collateral Agent with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under sentence. For the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion purposes of the Collateral Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (aused in Article 3(1) of Section 5.01the Regulation) from England and Wales, the Borrower (ii) nor shall deliver to the Administrative Agent a certificate any Irish Guarantor change its centre of a Financial Officer and the chief legal officer main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Borrower setting forth the information required pursuant to Section 2 Regulation) in any other jurisdiction, (iii) nor shall nor shall any Swiss Guarantor change its centre of the Perfection Certificate or confirming that there has been no main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in any other jurisdiction, (iv) nor shall German Seller change in such information since the date its centre of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentmain interest from Germany.

Appears in 2 contracts

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

Information Regarding Collateral. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) in any Loan Party's corporate the legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth in its principal place organizational documents, (B) the jurisdiction of business, organization or the form of organization of 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 Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iiiC) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (ivD) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause Lien of the Collateral Documents upon the acquisition thereof) or (aB) of Section 5.01any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower shall deliver to will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the chief legal officer Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify and, in the format case of Schedule IIclause ‎(A), III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the extent required by the Collateral AgentDocuments. 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 obtain (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) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party shall promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

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) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive officemerger, its principal place of business, any office in which it maintains books amalgamation 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure or the location of its chief executive office, (iv) the jurisdiction in which it maintains any Loan Party's Collateral, or (v) its organizational identification number, if any and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIf any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time expense of delivery of annual financial statements 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 the preceding fiscal year pursuant to clause any of their retail operating store locations or (aC) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change enter into Deposit Account Control Agreements 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) respect of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentExcluded Account.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (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 Collateral Agent and the Administrative Agent not less than 20 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 2 contracts

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

Information Regarding Collateral. The Company agrees promptly (aand in any event no later than the earlier of (x) The Borrower will 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i)(i) furnish to the Administrative Collateral Agent prompt written notice of any change (iA)(A) in any Loan Party’sParty’s corporate name, (B)(B) in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party's corporate name ’s Federal Taxpayer Identification Number or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, state organizational identification number and (ii)and (ii) in the location of with respect to any U.S. Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the CollateralCollateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji )(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji ) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji ) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Each of the Parent Guarantor and the Borrower 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 such Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or ’s corporate structure or structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. The Each of the Parent Guarantor and the Borrower agrees will not, and will not to permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than 10 days after any such change and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral. The Each of the Parent Guarantor and the Borrower also agrees will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (ab) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and or the chief legal officer of the Borrower setting forth (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 required pursuant reasonably requested by the Administrative Agent with respect to Section 2 of the Perfection Certificate Collateral or (B) 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified latest supplement to the Collateral AgentPerfection Certificate.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent and the Collateral Trustee prompt written notice of any change (i) in any Loan Party's corporate name of the Parent, the Borrower or any Subsidiary or in any trade name used to identify it any such Person in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's the chief executive officeoffice of the Parent, the Borrower or any Subsidiary, its principal place of businessbusiness 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, any 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 which it maintains books or records relating such jurisdiction 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 facilityextent necessary to perfect the security interests under the Security Documents), (iii) in any Loan Party's identity the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Subsidiary, (iv) in the Federal Taxpayer Identification Number of the Parent, the Borrower or any Subsidiary, (v) in the name and location of any Person other than a Loan Party that has acquired possession of any material portion of the Collateral; (vi) in the bank accounts, securities accounts, or similar accounts maintained by a Loan Party; or (vii) resulting from the creation or acquisition of any Subsidiary by any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral (except for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). The Borrower also agrees promptly to notify Administrative Agent may, and at the request of any Lender the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearshall, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, periodically request that the Borrower shall deliver to update the Administrative Agent a certificate of a Financial Officer information provided above and the chief legal officer of the Borrower setting forth the information required pursuant agrees to Section 2 of the Perfection Certificate or confirming that there has been no change in provide 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of update promptly after any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentrequest.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's ’s identity or corporate structure or organizational structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification Number. The Borrower agrees Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (A) it shall have given the Administrative Agent not to effect or permit any change referred to more than ten Business Days’ subsequent written notice (in the preceding sentence unless form of certificate signed by a Responsible Officer), or such longer notice period agreed to by the Administrative Agent, of such change, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all filings have been made under the Uniform Commercial Code or otherwise that are required in order for action reasonably satisfactory to the Administrative Agent to continue maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Parent and the Borrowers hereby agree to provide the Administrative Agent, promptly following its request, with certified Organization Documents reflecting any of the changes described in the preceding sentence. Notwithstanding the foregoing or anything else to the contrary contained herein or in any other Loan Document, the Parent and each Borrower hereby agrees that it will 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 maintain its jurisdiction of organization as one of the Collateral is damaged States within the United States of America or destroyedDistrict of Columbia. (b) Each year, at the time of Concurrently with each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.016.01(a), the Borrower shall deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Parent and the chief legal officer of the Borrower setting forth Parent certifying that all actions required to be taken under the information required pursuant Collateral Documents to Section 2 protect and perfect the security interests and Liens under the Collateral Documents for a period of the Perfection Certificate or confirming that there has been no change in such information since not less than 18 months after the date of such certificate (including without limitation, the Perfection Certificate delivered on the Effective Date filing of all UCC financing statements or the date other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the most recent certificate delivered pursuant Collateral in each appropriate governmental, municipal or other office) have been taken (except as noted therein with respect to this Sectionany continuation statements of lien filings to be filed within such period). Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.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) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change change, (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party shall promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The 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 Administrative Agent Agents prompt written notice of any change in: (ia) in any Loan 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, ’s legal name; (iib) in the location of any Loan Party's ’s chief executive office, its principal place of business, 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 Collateral located in 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 (iiiother than the opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) in shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party's identity or corporate ’s organizational structure or jurisdiction of incorporation or formation; or (ivd) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization. The Borrower agrees Loan Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under after giving effect thereto, the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to 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 Intercreditor 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. The Borrower also agrees promptly to notify Collateral for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Credit Parties. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its office or principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless all filings, publications and registrations have been made under the Uniform Commercial CodeUCC or other Applicable Law that are required in order for the AdministrativeCollateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or secondwith the priority security interest, as applicablerequired by the Intercreditor Agreements (subject only to Permitted Liens having priority by operationg of Applicable Law) in all the Collateral for its own benefit and the benefit of the Secured Parties. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it in excess of $100,000 in value is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not Prior to effect or permit any change referred to the Discharge of ABL Obligations and solely in the preceding sentence unless all filings have been made under case of any Collateral constituting ABL Priority Collateral, the Uniform Commercial Code or otherwise 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 order for the Administrative Agent ABL Credit Agreement, other than with respect to continue at all times following such change to have a validthe Canadian Pledge, legal the ▇▇▇▇▇▇▇▇ Collateral and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify Specified Real Property after the Administrative Agent if any material portion of the Collateral is damaged or destroyedSpringing Covenant Trigger Date. (b) 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, the Borrower shall deliver Deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to 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 valid, 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. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) in any Loan Party's corporate the legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth in its principal place organizational documents, (B) the jurisdiction of business, organization or the form of organization of 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 Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iiiC) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (ivD) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause Lien of the Collateral Documents upon the acquisition thereof) or (aB) of Section 5.01any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower shall deliver to will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the chief legal officer Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower setting forth and, in the information case of clause (A), all to the extent required pursuant by the Collateral Documents, and, in the case of clause (B), to Section 2 deliver the items required by subsection (v) of the Perfection Certificate definition of Collateral and Guarantee Requirement relating thereto within ninety (90) days (or confirming that there has been no change such longer period as the Administrative Agent may agree in writing) after such information since Mortgaged Property is acquired (subject to the date last paragraph of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof Collateral and not then listed on such Schedules as previously so identified to the Collateral AgentGuarantee Requirement definition).

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) in any Loan 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, Obligor’s legal name; (ii) in the location of any Loan Party's Obligor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility, but excluding 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) in any Loan Party's identity Obligor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in any Loan Party's Obligor’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization. The Borrower agrees Obligors shall not to effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by Agent under the Uniform Commercial Code UCC or otherwise that are is required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. The Borrower also agrees promptly Collateral (subject to notify Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization 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) Each yearFrom time to time as may be reasonably requested by Agent, at the time of delivery of annual financial statements 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 preceding fiscal year pursuant Closing Date that is required to clause 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 (a) and, in the case of Section 5.01any supplements to any Schedule, such Schedule shall be appropriately marked to show the Borrower changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall deliver be deemed the Secured Parties’ consent to the Administrative Agent a certificate 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 such updated Schedules or such revision of a Financial Officer and representation; nor shall any such supplement or revision to any Schedule or representation be deemed the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) Secured Parties’ waiver of any Loan Party in existence on Default resulting from the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentmatters 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. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan Party's corporate ’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 Loan Party's ’s identity or corporate structure or organizational structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Funding Agent not less than ten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as the Collateral Agent or the Funding Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Borrower Each Loan Party agrees not to effect or permit promptly provide the Collateral Agent with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralsentence. The Borrower also agrees promptly Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to notify be located at any location not listed on Schedule 3.24 (other than Inventory in transit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the Administrative Agent if any material portion purposes of the Collateral Regulation, (i) no U.K. Loan Party shall change its centre of main interest (as that term is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (aused in Article 3(1) of Section 5.01the Regulation) from England and Wales, the Borrower (ii) nor shall deliver to the Administrative Agent a certificate any Irish Guarantor change its centre of a Financial Officer and the chief legal officer main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change Regulation) 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. Each certificate delivered pursuant to this Section 5.03(bany other jurisdiction, (iii) nor shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentany other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany.

Appears in 2 contracts

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

Information Regarding Collateral. (ai) The Borrower Holdings will furnish to the Administrative Collateral Agent prompt written notice of any change (iA) in any Loan Party's ’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, name; (iiB) in the location of any 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), (iiiC) in any Loan Party's identity or ’s corporate structure or structure; (ivD) in any Loan Party's ’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification NumberNumber or state organizational identification number. The Borrower 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 sentence subclause (i) unless (A) it shall have given the Collateral Agent and the Administrative Agent prompt (and in any event within ten (10) days (or such later date as the Administrative Agent may agree) notice following any such change, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request; (B) it shall have taken all action reasonably satisfactory to the Collateral Agent and the Australian Security Trustee to maintain the perfection and priority of the security interest of the Collateral Agent and the Australian Security Trustee for the benefit of the Secured Parties in the Collateral, if applicable (including, without limitation, filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent and the Australian Security Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower Collateral as contemplated in the Security Documents); (iii) Each Loan Party agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which Revolving Loan Priority Collateral in excess of $1,000,000 is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (iii) 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 in the ordinary course of business; (iv) Holdings also agrees promptly after it becomes aware to notify the Administrative Collateral Agent (A) if any material portion of the Revolving Loan Priority Collateral is damaged or destroyed. destroyed or otherwise materially adversely affected; (bB) Each yearthe incurrence of any material Lien (other than Permitted Collateral Liens) on, at or material claim asserted against any of the time of delivery of annual financial statements with respect to Collateral; (C) the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate occurrence of a Financial Officer and Casualty Event; or (D) the chief legal officer occurrence of any other event which could materially affect the value of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.Collateral;

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (ai) The Borrower Holdings will furnish to the Administrative Collateral Agent prompt written notice of any change (iA) in any Loan Party's ’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, name; (iiB) in the location of any 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), (iiiC) in any Loan Party's ’s identity or corporate structure or structure; (ivD) in any Loan Party's ’s jurisdiction of organization; or (E) if applicable, in any Loan Party’s Federal Taxpayer Identification NumberNumber or state organizational identification number. The Borrower 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) Other than in connection with the Reorganization (provided that it is acknowledged and agreed that any transfers of Collateral in connection with the Reorganization shall be made subject to the Liens in favor of the Collateral Agent for the benefit of the Secured Parties), Holdings agrees not to effect or permit any change referred to in the preceding sentence subclause (ii) unless (A) it shall have given the Collateral Agent and the Administrative Agent prompt (and in any event within ten (10) days (or such later date as the Administrative Agent may agree) notice following any such change, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request; (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable (including, without limitation, filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative 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 Collateral as contemplated in the Security Documents); (iii) Each Loan Party agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Revolving Loan Priority Collateral owned by it or any office or facility at which Revolving Loan Priority Collateral in excess of $1,000,000 is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement; provided that the Loan Parties shall not be required to notify the Collateral Agent under this clause (iii) 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 in the ordinary course of business; (iv) Holdings also agrees promptly after it becomes aware to notify the Administrative Collateral Agent (A) if any material portion of the Revolving Loan Priority Collateral is damaged or destroyed. destroyed or otherwise materially adversely affected; (bB) Each yearthe incurrence of any material Lien (other than Permitted Collateral Liens) on, at or material claim asserted against any of the time of delivery of annual financial statements with respect to Collateral; (C) the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate occurrence of a Financial Officer and Casualty Event; or (D) the chief legal officer occurrence of any other event which could materially affect the value of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.Collateral;

Appears in 1 contract

Sources: Revolving Syndicated Facility Agreement (Tronox LTD)

Information Regarding Collateral. (a) The Borrower will shall, and shall 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 such Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or organizational identification number or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, dissolving. The liquidating, reorganizing or organizing in any other jurisdiction). Borrower agrees shall not, and shall not to permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent prior written notice of any such change and (ii) within 30 days of such change, all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral. The Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and or the chief legal officer of Borrower (i) updating, to the Borrower setting forth 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 required pursuant reasonably requested by the Administrative Agent with respect to Section 2 of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of as set forth in the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentCertificate.

Appears in 1 contract

Sources: Credit Agreement (Jda Software Group Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (i) in the Borrower’s or any Loan 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 propertiesRestricted Subsidiary’s legal name, (ii) in the location jurisdiction of any Loan Party's chief executive office, its principal place organization or formation of business, any office in which it maintains books or records relating to Collateral owned by it the Borrower or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)Restricted Subsidiary, (iii) in the Borrower’s or any Loan Party's Restricted Subsidiary’s identity or corporate structure or (iv) in the Borrower’s or any Loan Party's Restricted Subsidiary’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral to the same extent as before such change. The Borrower and its Restricted Subsidiaries also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Responsible Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 [__] of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant Section 5.06. (c) Promptly deliver to this Section 5.03(bthe Administrative Agent (a) shall identify in the format event that the Administrative becomes aware of Schedule IIany material adverse change in the value of any Mortgaged Property, III, IV or V, as applicable, at the request of the Security Agreement Administrative Agent, an Appraisal Report with respect to such Mortgaged Property or (b) at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all Intellectual of the Real Property (as defined of the Borrower and its Subsidiaries; provided that, in the Security Agreement) each case, each such Appraisal Report shall have been completed within 30 days of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentdelivery.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Information Regarding Collateral. (a) The Borrower will furnish Not make or suffer to the Administrative Agent prompt written notice of exist any change (i) in any Loan 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 propertiesBorrower’s legal name, (ii) in the location of any Loan Party's the Borrower’s chief executive office, (iii) in the Borrower’s identity or organizational structure, (iv) in the Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in 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 Agent not less than 10 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Agent to maintain the perfection and priority of businessthe security interest of the Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. The Borrower agrees, as soon as practicable, to provide the Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. The Borrower also agrees to promptly notify the Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) a leased property, in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not each case if different than the location relating to effect or permit any change referred to such Collateral set forth in the preceding sentence unless all filings have been made under schedules to the Uniform Commercial Code Security Agreement 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. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedmost recent supplement thereto. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (aSection 5.01(b) for the last month of Section 5.01each fiscal quarter, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and supplement to the chief legal officer of schedules to the Borrower setting forth Security Agreement or confirmation that there have been no changes to the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change set forth in such information schedules since the date of the Perfection Certificate delivered on the Effective Date Security Agreement or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered last supplement thereto provided pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent5.13(b).

Appears in 1 contract

Sources: Senior Secured Debtor in Possession Credit Agreement

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (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 Collateral Agent and the Administrative Agent not less than 20 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or of any change in the location, other than in the ordinary course of its business, of any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) The 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 Administrative Agent Agents prompt written notice of any change in: (ia) in any Loan 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, ’s legal name; (iib) in the location of any Loan Party's ’s chief executive office, its principal place of business, 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 Collateral located in 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 (iiiother than the opening of any retail store in Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) in shall be provided to the Agents solely upon request of the Administrative Agent; (c) any Loan Party's identity or corporate ’s organizational structure or jurisdiction of incorporation or formation; or (ivd) in any Loan Party's ’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization. The Borrower agrees Loan Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under after giving effect thereto, the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to 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 Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Pre-Petition Term Loan Documents and Liens permitted under clause (m) of the definition of “Permitted Encumbrances”) security interest in all the Collateral. The Borrower also agrees promptly to notify Collateral for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Credit Parties. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective First Restatement Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The 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 furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent prompt and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower Parent B▇▇▇▇▇▇▇ also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (b) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Parent Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant 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 this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’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 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), (iiiC) in any Loan Party's ’s identity or corporate structure or (ivD) in any Loan Party's ’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; (iv) any liquidation or dissolution after the Restatement Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Restatement Date or at any time thereafter ceasing to be an Excluded Subsidiary. The 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 10 days) for making all filings have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral (other than any Excluded Perfection Assets). The Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower Company setting forth the information required pursuant to Section 2 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 Effective Restatement Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of No Loan Party shall effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (iii) in any Loan Party’s identity or organizational form, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating or organizing in any other jurisdiction unless the surviving entity of any such transaction is another Loan Party or except in a transaction otherwise permitted hereunder) or (vi) open or change the location of any Controlled Deposit Account, Controlled Securities Account, Deposit Account or securities account, in each case, that is not an Excluded Account, until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten days’ prior written notice (or such shorter period as the Administrative Agent shall agree) (in the form of an certificate of a Responsible Officer of the Loan Party), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent may reasonably request; and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral as first priority Liens pursuant to the applicable requirements of the Loan Documents and applicable Requirements of Law, subject only to Permitted Senior Liens, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral with a value in excess of $1,000,000 owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not location to effect or permit any change referred a property that is subject to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedMortgage. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) The Borrower Holdings and the other Borrowers will furnish to the Administrative Agent prompt written notice of: (a) With respect to any U.S. Credit Party, any change in any Credit Party’s (A) legal name, (B) organizational identity, (C) organizational identification number, (D) organizational structure, (E) in the case of any U.S. Credit Party that is not a registered organization for purposes of Section 9-307 of the UCC, its place of business or, if it has more than one place of business, its Chief Executive Office, or (F) in the case of any U.S. Credit Party organized under the laws of North Dakota or South Dakota, its Federal Taxpayer Identification Number; (b) With respect to any Credit Party that is required to provide Collateral under the laws of England and Wales, under the laws of Canada, under the laws of the Netherlands or under the laws of Australia, any change (iA) in any Loan such Credit Party's ’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (iiB) in the location of any Loan such Credit Party's chief executive office’s Chief Executive Office, its principal place of business, registered office, any office in which it maintains books or records relating to Collateral (other than de-minimis portions of Collateral) owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), or (iiiC) in any Loan such Credit Party's ’s identity or corporate structure or structure. (ivc) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not Within 5 Business Days prior to effect or permit any change referred to in clause (a) or (b) above, Holdings and the preceding sentence unless other Borrowers agree to make, or to provide to the Administrative Agent all the information required to enable it to make, all filings have been made under the Uniform Commercial Code UCC (or the analogous legislation in any other relevant jurisdiction) 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. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bd) Each yearPromptly upon, at and in any event within ten Business Days after, Holdings or any other U.S. Credit Party acquires any fee owned (or the time of delivery of annual financial statements with respect to equivalent) Real Property the preceding fiscal year pursuant to clause cost or book value (awhichever is greater) of Section 5.01which is more than $500,000 or which constitutes a Leasehold interest in Real Property to be used for any material manufacturing operations, the Borrower shall deliver to the Administrative Agent a certificate notice of a Financial Officer and the chief legal officer such acquisition, together with Holding’s good faith determination of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) Fair Market Value of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentfee owned (or equivalent) Real Property.

Appears in 1 contract

Sources: Syndicated Facility Agreement (Acco Brands Corp)

Information Regarding Collateral. (a) The 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 furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent prompt and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it 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), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower 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 during a Collateral Release Period. (b) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Parent Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant 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 this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower will furnish Subject to the Administrative Agent prompt written notice of Section 10.17, not effect any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (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 Collateral Agent and the Administrative Agent not less than 20 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Collateral Agent prompt written notice of any change (i) in any such Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or its organizational identification number or (v) in any Loan Party's jurisdiction of organization. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days' prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative 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 Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (ab) of Section 5.01, the Borrower Borrowers shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrower Borrowers (i) setting forth the information required pursuant to Section 2 Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 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 Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV or Vcertifying 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 Security Agreement all Intellectual Property Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (as defined in i) above to the extent necessary to protect and perfect the security interests under the Security Agreement) Documents for a period of any Loan Party in existence on not less than 18 months after the date thereof and not then listed on of such Schedules certificate (except as previously so identified noted therein with respect to the Collateral Agentany continuation statements to be filed within such period).

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Each Loan Party 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) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books merger 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure the location of its chief executive office or (iv) in any Loan Party's its organizational identification number, if any, and its Federal Taxpayer Identification Number. The Borrower agrees not , in each case under this clause (iv), only with respect to effect or permit any change referred to in the preceding sentence unless all filings have been made Loan Party organized under the Uniform Commercial Code or otherwise laws of a jurisdiction that are required in order for requires such information to be set forth on the Administrative Agent to continue at all times following face of a UCC financing statement of such change to have a valid, legal and perfected security interest in all the CollateralLoan Party. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at If (i) any Mortgaged Property is acquired by any Loan Party after the time of delivery of annual financial statements with respect Fourth Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Fourth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause (a) Lien of Section 5.01the Collateral Documents upon the acquisition thereof), the Borrower shall deliver to Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, to grant and perfect such Lien, all at the expense of the Loan Parties and, in the case of clause (ii), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any 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) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a Financial Officer jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the chief legal officer 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 Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentParties.

Appears in 1 contract

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

Information Regarding Collateral. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) in any Loan Party's corporate the legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth in its principal place organizational documents, (B) the jurisdiction of business, organization or the form of organization of 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 Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iiiC) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (ivD) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause Lien of the Collateral Documents upon the acquisition thereof) or (aB) of Section 5.01any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower shall deliver to will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause (B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the chief legal officer Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify and, in the format case of Schedule IIclause (A), III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the extent required by the Collateral Agent.Documents. It is understood and agreed that, notwithstanding

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (a) The Borrower Each Loan Party 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) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books merger 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure the location of its chief executive office or (iv) in any Loan Party's its organizational identification number, if any, and its Federal Taxpayer Identification Number. The Borrower agrees not , in each case under this clause (iv), only with respect to effect or permit any change referred to in the preceding sentence unless all filings have been made Loan Party organized under the Uniform Commercial Code or otherwise laws of a jurisdiction that are required in order for requires such information to be set forth on the Administrative Agent to continue at all times following face of a UCC financing statement of such change to have a valid, legal and perfected security interest in all the CollateralLoan Party. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at If (i) any Mortgaged Property is acquired by any Loan Party after the time of delivery of annual financial statements with respect Fifth Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Fifth Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause (a) Lien of Section 5.01the Collateral Documents upon the acquisition thereof), the Borrower shall deliver to Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including to grant and perfect such Lien, all at the expense of the Loan Parties and, in the case of clause (ii), all to the extent required by 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) enter into Deposit Account Control Agreements in respect of any Excluded Deposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the laws of a Financial Officer jurisdiction other than the United States. (c) If, despite the restrictions set forth in Section 6.02, the Company or any Subsidiary shall ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its assets to secure Indebtedness under the Term Credit Agreement or any Refinancing Indebtedness in respect thereof and the chief legal officer 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 Term Credit Agreement or such Refinancing Indebtedness in respect thereof and such Liens securing the Secured Obligations to become subject to the Intercreditor Agreement, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentParties.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party to furnish, to each of the Administrative Agent Agent, and the Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in other relevant Organizational Documents, (B) any trade name used to identify it change in the conduct chief executive office of its business or in the ownership of its propertiesa Loan Party, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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 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 the preceding sentence unless a reasonable period has been provided (such period to be at least three Business Days) for making all filings have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent Agent, and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed.. 108 US-DOCS\104110541.24 (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 4.3 of the Perfection Certificate Guarantee and Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Revolving Credit Agreement

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facility), consolidation) or (iii) in the organizational identification number, if any, or, with respect to any Loan Party's identity or corporate structure or (iv) in any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the The Borrower shall deliver will furnish to the Administrative Agent prompt written notice of (i) the acquisition by any Loan Party of, or any real property otherwise becoming, a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on Mortgaged Property after the Effective Date or and (ii) the date acquisition by any Loan Party of any other material assets after the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(bEffective Date, other than (x) shall identify in the format of Schedule II, III, IV or V, as applicable, of any assets constituting Collateral under the Security Agreement all Intellectual Property Documents in which the Administrative Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the applicable Security Document) upon the acquisition thereof and (y) Excluded Assets (as defined in the Security Collateral Agreement). (c) The Borrower will, as promptly as practicable, notify the Administrative Agent of the existence of any deposit account or securities account maintained by a Loan Party in existence on respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the date thereof definition of the term “Collateral and Guarantee Requirement” but is not then listed on such Schedules as previously so identified to the Collateral Agentyet in effect.

Appears in 1 contract

Sources: Credit Agreement (Pandora Media, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its principal place intention to do so, or in the case of businessclauses (ii) through (v), not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 1 contract

Sources: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) The Each of the Parent Guarantor and the Borrower 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 such Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or ’s corporate structure or structure, (iv) in any Loan Party's Federal Taxpayer Identification Number’s federal taxpayer identification number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. The Each of the Parent Guarantor and the Borrower agrees will not, and will not to permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than ten (10) days after any such change and (ii) all filings have been made under the applicable Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral. The Each of the Parent Guarantor and the Borrower also agrees will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (a) of Section 5.017.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and or the chief legal officer of the Borrower setting forth updating, to the information required pursuant extent necessary, to Section 2 reflect (i) the list of owned and leased Real Property, (ii) any changes to the Perfection Certificate names or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) locations of any Loan Party in existence on or (iii) any other information reasonably requested by the date thereof and not then listed on such Schedules as previously so identified Administrative Agent with respect to the Collateral AgentCollateral.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower will furnish Not effectWithin 45 days of the relevant change (or such later date to which the Administrative Agent prompt may agree in its reasonable discretion), provide written notice of any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's ’s identity or corporate structure or organizational structure, (iv) in any Loan Party's ’s Federal Taxpayer Identification Number. The Borrower agrees Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not to effect or permit any change referred to less than 10 days’ prior written notice (in the preceding sentence unless form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all filings have been made under the Uniform Commercial Code or otherwise that are required in order for action reasonably satisfactory to the Administrative Agent to continue at all times following such change to have a valid, legal maintain the perfection and perfected priority of the security interest in all the Collateral. The Borrower also agrees promptly to notify of the Administrative Agent if any material portion for the benefit of the Collateral is damaged or destroyedSecured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent, upon request, with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.016.01(a), the Borrower shall deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer and andof the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 1 contract

Sources: Credit Agreement (Halozyme Therapeutics, Inc.)

Information Regarding Collateral. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) in any Loan Party's corporate the legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, as set forth in its principal place organizational documents, (B) the jurisdiction of business, organization or the form of organization of 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 Loan Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iiiC) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (ivD) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause Lien of the Collateral Documents upon the acquisition thereof) or (aB) of Section 5.01any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower shall deliver to will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause (B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the chief legal officer Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify and, in the format case of Schedule IIclause (A), III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the extent required by the Collateral AgentDocuments. 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 obtain (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 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (a) The 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 furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent prompt and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (x) prior to the Jetson Acquisition Closing Date, the greater of $225,000,000 and 0.70% of Total Assets and (y) on and after the Jetson Acquisition Closing Date, to the extent it occurs, the greater of $246,500,000 and 0.70% of Total Assets, the Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (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. (b) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant 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 this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Holdings and the Borrowers will furnish to the Administrative Agent Agent, prompt written notice of any change (i) in any Loan Party's corporate name or ’s legal name, as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiessuch Loan Party’s organizational documents, (ii) in the location jurisdiction of incorporation or organization of any Loan Party or the location of such Loan Party's ’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in the form of organization of any Loan Party's identity or corporate structure Party or (iv) in any Loan Party's ’s organizational identification number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. The Holdings and each Borrower agrees 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 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. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.018.01(a), Holdings and the Borrower Borrowers shall deliver to the Administrative Agent a certificate completed Supplemental Perfection Certificate, signed by an Authorized Officer of a Financial Officer each of Holdings and the chief legal officer of the Borrower Borrowers, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 2 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or confirming (ii) certifying that there has been no change in such information since from the date most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentDate).

Appears in 1 contract

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

Information Regarding Collateral. (a) The 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 furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent prompt and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (X) prior to the Hurricane Acquisition Closing Date, the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, and (B) on and after the Hurricane Acquisition Closing Date, the greatest of (x) $500,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Parent Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Parent Borrower also agrees ▇▇▇▇ ▇▇rees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Collateral Release Period. (ba) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Parent Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this SectionSection and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary Guarantor. Each certificate delivered pursuant 123 US-DOCS\159452469.6 (b) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Third Restatement Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. The Company agrees promptly (aand in any event no later than the earlier of (x) The Borrower will 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i) (i) furnish to the Administrative Collateral Agent prompt written notice of any change (iA)(A) in any Loan Party’sParty’s corporate name, (B)(B) in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party's corporate name ’s Federal Taxpayer Identification Number or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, state organizational identification number and (ii)and (ii) in the location of with respect to any U.S. Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the CollateralCollateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. . 187 (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.k)

Appears in 1 contract

Sources: Refinancing Amendment (Hologic Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in: (i) in any Loan PartyObligor'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, legal name; (ii) in the location of any Loan Party's Obligor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility, but excluding 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) in any Loan Party's identity Obligor’s organizational structure or corporate structure jurisdiction of incorporation or formation; or (iv) in any Loan Party's Obligor’s Federal Taxpayer Identification NumberNumber or organizational identification number assigned to it by its state of organization. The Borrower agrees Obligors shall not to effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 Agent under the Uniform Commercial Code UCC or otherwise that are is required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. The Borrower also agrees promptly Collateral (subject to notify Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization 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) Each yearFrom time to time as may be reasonably requested by Agent, at the time of delivery of annual financial statements 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 preceding fiscal year pursuant Closing Date that is required to clause 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 (a) and, in the case of Section 5.01any supplements to any Schedule, such Schedule shall be appropriately marked to show the Borrower changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall deliver be deemed the Secured Parties’ consent to the Administrative Agent a certificate 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 such updated Schedules or such revision of a Financial Officer and representation; nor shall any such supplement or revision to any Schedule or representation be deemed the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) Secured Parties’ waiver of any Loan Party in existence on Default resulting from the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentmatters disclosed therein.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Each U.S. Loan Party will furnish to the Administrative Agent prompt written notice of not effect any change (i) in any such U.S. Loan Party's corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any such U.S. Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any such U.S. Loan Party's identity or corporate structure or structure, (iv) in any such U.S. Loan Party's Federal Taxpayer Identification Number. The Borrower agrees Number or (v) in such U.S. 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 applicable Collateral Agent and the Applicable Agent not to effect or permit any change referred to less than 30 days' prior written notice (in the preceding sentence unless form of an officers' certificate), or such lesser notice period agreed to by the applicable Collateral Agent (it being understood that ten (10) days' prior written notice is acceptable to the U.S. Collateral Agent in the case of the anticipated move from U.S. Borrower's Denver warehouse facility to another facility or facilities owned or leased by a Loan Party on the Closing Date or the temporary relocation of inventory to mitigate potential shipping shortages and risks associated with the implementation of the SAP system software), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the applicable Collateral Agent or the Applicable Agent may reasonably request and (B) it shall have taken all filings have been made under action reasonably satisfactory to the Uniform Commercial Code or otherwise that are required in order applicable Collateral Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest benefit of the applicable Secured Parties in all the applicable Collateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year (commencing with Fiscal Year 2008) pursuant to clause (ab) of Section 5.01, the each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the each Borrower (i) setting forth the information required pursuant to Section 2 Sections 1, 2, 3, 4, 7, 8, 10, 11, 12, 13 and 14 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV or Vcertifying 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 Security Agreement all Intellectual Property Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (as defined in i) above to the Security Agreement) extent necessary to protect and perfect the security interests under the Collateral Documents for a period of any Loan Party in existence on not less than 18 months after the date thereof and not then listed on of such Schedules certificate (except as previously so identified noted therein with respect to the Collateral Agentany continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Samsonite Corp/Fl)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to each of the Administrative Agent and the Collateral Agent prompt written notice of (i) any change (i) in any Loan 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, (iiA) in the location Borrower’s corporate name as set forth in its certificate of any Loan Party's chief executive officeincorporation, its principal place certificate of businessformation or other relevant organizational documents, any office in which it maintains books or records relating to Collateral owned by it or (B) any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agent) at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or the Borrower’s corporate structure or (ivD) in any Loan Party's the Borrower’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary; and (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary of the Borrower or the Company. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Funding Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format any liquidation or dissolution during such preceding fiscal year of Schedule II, III, IV or V, as applicable, any Subsidiary of the Security Agreement all Intellectual Property (as defined in Borrower or the Security Agreement) of any Loan Party in existence on the date thereof and Company that is not then listed on such Schedules as previously so identified to the Collateral Agentan Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books merger 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure the location of its chief executive office or (iv) in its organizational identification number, if any, or, with respect to any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, its Federal Taxpayer Identification Number. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIf (i) any Mortgaged Property is acquired by any Loan Party after the Third Restatement Effective Date or (ii) any material assets are acquired by any Loan Party after the Third Restatement Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), the Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time expense of delivery of annual financial statements the Loan Parties. 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 or Collateral Access Agreements with respect to the preceding fiscal year pursuant to clause any of their retail operating store locations or (aC) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change enter into Deposit Account Control Agreements 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) respect of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentExcluded Deposit Account.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party's corporate legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it with an aggregate book value in excess of $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure (within the meaning of the Uniform Commercial Code (as defined in the Security Agreement)) or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Each of Holdings and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, V of the Security Agreement Agreement, all registered Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as or previously so identified to the Collateral Agentidentified.

Appears in 1 contract

Sources: Credit Agreement (Donjoy LLC)

Information Regarding Collateral. (a) The Borrower Each Loan Party 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) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books merger 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure the location of its chief executive office or (iv) in any Loan Party's its organizational identification number, if any, and its Federal Taxpayer Identification Number. The Borrower agrees not , in each case under this clause (iv), only with respect to effect or permit any change referred to in the preceding sentence unless all filings have been made Loan Party organized under the Uniform Commercial Code or otherwise laws of a jurisdiction that are required in order for requires such information to be set forth on the Administrative Agent to continue at all times following face of a UCC financing statement of such change to have a valid, legal and perfected security interest in all the CollateralLoan Party. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at If any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause (a) Lien of Section 5.01the Collateral Documents upon the acquisition thereof), the Borrower shall deliver to Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Loan Parties and, all to the extent required by this Agreement or the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any 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 certificate of title or (D) enter into any Collateral Documents governed by the laws of a Financial Officer 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 chief legal officer 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 Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentParties.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Adminis▇▇▇▇▇ve Agent sh▇▇▇ ▇▇▇▇▇▇▇, prompt written notice of any change (i) in any Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books business or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located jurisdiction of organization (including the establishment of any such new office change resulting from any merger or facilityconsolidation involving such Loan Party), (iii) in any Loan Party's identity or corporate structure or structure, (iv) in any Loan Party's Federal Taxpayer Identification NumberNumber or organizational identification number and (v) in the ownership of any Equity Interests pledged under the Guarantee and Collateral Agreement. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless until the Company has notified the Collateral Agent in writing of such change, and that prior to or promptly after any such change the Company will take all filings have been made under the Uniform Commercial Code or otherwise that are such actions as may be required in order for that the Administrative Collateral Agent to shall continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearyear (commencing with the fiscal year ending June 30, 2003), at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower Company shall deliver to the Administrative Agent, for distribution to the Lenders, and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Admi▇▇▇▇▇ative Agent ▇▇▇▇▇ ▇▇▇▇ify, a certificate of a Financial Officer and the chief legal officer of the Borrower Company dated as of a recent date and (i) setting forth information of the information required pursuant to Section 2 of type set forth in the Perfection Certificate but as of the date of such certificate (or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b), (ii) shall identify in the format of Schedule II, III, IV or Vcertifying 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 Security Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Guarantee and Collateral Agreement all Intellectual Property (as defined in the Security Agreement) for a period of any Loan Party in existence on not less than 18 months after the date thereof of such certificate (except as noted therein with respect to any continuation statements to be filed within such period) and not then listed on such Schedules as previously so identified to (iii) certifying that the Collateral Agentand Guarantee Requirement continues to be satisfied.

Appears in 1 contract

Sources: Term Loan Agreement (Readers Digest Association Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt and the Collateral Agent (i) (A) in the case of the Borrower, at least 15 Business Days’ prior written notice of any change proposed change, and (iB) in the case of any other Loan Party, any other Restricted Subsidiary that is a party to a Security Document or any issuer of Capital Stock pledged by a French Loan Party pursuant to any French Pledge and Security Agreement, written notice within 30 days of any change, in each case relating to such Loan Party’s (x) corporate name, (y) without prejudice to any other limitations in this Agreement, jurisdiction of formation, incorporation or organization or jurisdiction in which its place of business (or the chief executive office if there is more than one place of business) is situated, or (z) identity or corporate structure, and (ii) written notice of any proposed change within 30 days thereof relating to any Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's ’s Federal Taxpayer Identification Number. The Borrower agrees Number (if applicable); provided that the Loan Parties agree not to effect or permit any such change referred to in the preceding sentence unless and until all filings have been made under the Uniform Commercial Code (or otherwise foreign equivalent) or other filings, recordations or steps that are required have been made or taken, in each case, in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in in, and Lien upon, all the Collateral. The Borrower Loan Parties also agrees agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearWithin 15 days after the end of each fiscal quarter of Parent, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (ai) of Section 5.01, the Borrower shall deliver to the Administrative Collateral Agent a certificate of a Financial Responsible Officer of Parent and the chief legal officer each other applicable Loan Party listing all registrations, issuances, and applications for registration or issuance of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (including any Patents and Trademarks, but excluding Internet domain names, registered Copyrights and Copyright applications), (ii) with respect to US registered Copyrights, use reasonable best efforts to deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party, listing all US registered Copyrights, in each case filed, acquired by, or transferred or assigned to, such Person at any time during such fiscal quarter, and (iii) deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party listing any Patent that has become a Specified Patent (as defined in the Pledge and Security Agreement) during such fiscal quarter that has not previously been (A) identified as a Specified Patent in a Quarterly New IP and Specified Patent Report (as defined in the Pledge and Security Agreement) or (B) included in the definition of any Specified Patent as of the Closing Date; provided that information not provided to Parent or such other applicable Loan Party by local counsel within such 15-day period shall be delivered, as required pursuant to this Section 5.06(b), in existence on the date thereof certificate for the immediately succeeding fiscal quarter of Parent, and not then listed on (ii) comply with the requirements of Section 5.09 with respect to such Schedules as previously so identified Intellectual Property in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in, and Lien upon, such Intellectual Property. Notwithstanding the foregoing, solely to the Collateral Agentextent and solely during the period in which a Governmental Authority requires that a Patent or Patent application remains secret, no Loan Party shall be required to comply with the disclosure requirements of this Section 5.06(b) with respect to such Patent or Patent application.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Alcatel Lucent)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Collateral Agent prompt written notice of any change (i) in any Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number or Organizational Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative 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 also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) either updating any information in the information required pursuant to Section 2 Perfection Certificate delivered on the Effective Date that has changed since the delivery of the such Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV or Vcertifying 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 Security Collateral have been filed of record in each governmental, municipal or other appropriate office necessary to protect and perfect the security interests under the Collateral Agreement all Intellectual Property (as defined in the Security Agreement) for a period of any Loan Party in existence on not less than 18 months after the date thereof and not then listed on of such Schedules certificate (except as previously so identified noted therein with respect to the Collateral Agentany continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (T Netix Inc)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice (which shall in any event be provided by the earlier of any (x) 30 days after such change (or such date as determined by the Administrative Agent in its reasonable discretion) and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party's corporate name or ’s legal name, as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiessuch Loan Party’s Organizational Documents, (ii) any change in the location jurisdiction of incorporation or organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) any change in the form of organization of any Loan Party and (iv) any change in any Loan Party's identity ’s organizational identification number or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.such (b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer and the chief legal officer of the Borrower Parent, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 2 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since from the date most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date or Closing Date). (c) With respect to the date Israeli Collateral Agreements, promptly upon receipt of pledge and/or registrations certificates, the most recent Borrower shall deliver to the Administrative Agent an electronic copy of such certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in together with a copy of an extract from the format of Schedule II, III, IV or V, as applicable, of relevant registry evidencing the Security Agreement all Intellectual Property (as defined in the Security Agreement) registration of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Israeli Collateral AgentAgreement.

Appears in 1 contract

Sources: Credit Agreement (NICE Ltd.)

Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books merger 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure the location of its chief executive office or (iv) in its organizational identification number, if any, or, with respect to any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, its Federal Taxpayer Identification Number. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 CollateralCollateral affected thereby. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIf (i) any Mortgaged Property is acquired by any Loan Party after the 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 the Collateral Documents upon the acquisition thereof), the Loan Parties will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time expense of delivery of annual financial statements the Loan Parties. 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 or Collateral Access Agreements with respect to the preceding fiscal year pursuant to clause any of their retail operating store locations or (aC) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change enter into Deposit Account Control Agreements 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) respect of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentExcluded Deposit Account.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower --------------------------------- will furnish to the Administrative Collateral Agent prompt written notice of any change (i) in any Loan 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 propertiesname, (ii) in the location jurisdiction of incorporation or organization of any Loan Party's chief executive office, its principal place of business, (iii) in any office in which it any Loan Party 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)it, (iiiiv) in any Loan Party's identity or corporate structure or (ivv) in any Loan Party's Federal Taxpayer Identification Numbertaxpayer identification number or organizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV or Vcertifying 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 Security Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Agreement all Intellectual Property (as defined in the Security Agreement) for a period of any Loan Party in existence on not less than 18 months after the date thereof and not then listed on of such Schedules certificate (except as previously so identified noted therein with respect to the Collateral Agentany continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Wki Holding Co Inc)

Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice (and in any event within 60 days thereof) of any change in (i) its legal name, as set forth in any Loan 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 propertiesorganizational documents, (ii) in its jurisdiction of organization or the location form of its organization (including as a result of any Loan Party's chief executive officemerger, its principal place of business, any office in which it maintains books amalgamation 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 facilityconsolidation), (iii) in any Loan Party's identity or corporate structure or the location of its chief executive office, (iv) the jurisdiction in which it maintains any Loan Party's Collateral, or (v) its organizational identification number, if any and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement. The Borrower Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the Uniform Commercial Code 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 Lien on all the CollateralCollateral affected thereby. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each yearIf any material assets are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien in favor of the Administrative Agent set forth in the Collateral Documents upon the acquisition thereof), Parent will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time expense of delivery of annual financial statements 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 the preceding fiscal year pursuant to clause any of their retail operating store locations or (aC) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change enter into Deposit Account Control Agreements 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. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) respect of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentExcluded Account.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Issuer will furnish to the Administrative Collateral Agent prompt prior written notice of any change (i) in any Loan Note Party's ’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesname, (ii) in the location of any Loan Note Party's chief executive office’s identity or corporate structure, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Note Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number’s federal taxpayer identification number. The Borrower 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 Uniform Commercial Code UCC, intellectual property filings (including Intellectual Property Security Agreements to be filed with the U.S. Copyright Office, the U.S. Patent and Trademark Office and any other equivalent and relevant foreign office of competent jurisdiction), or otherwise that are required (subject to Legal Reservations and Perfection Requirements) in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents. The Borrower Concurrently with the delivery of the financial statements referred to in Section 5.1(b), Issuer shall attach to the Compliance Certificate required to be then delivered by Section 5.1(d) a report supplementing the Schedules to the Security Agreement. Each Note Party (a) also agrees promptly to notify the Administrative 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 is damaged or destroyed. interest therein under power of eminent domain or by condemnation or similar proceeding and (b) Each yearwill ensure that the Net Insurance/Condemnation Proceeds of any such event (whether in the form of insurance proceeds, at condemnation awards or otherwise) are collected and applied in accordance with the time applicable provisions of delivery of annual financial statements with respect to this Agreement and the preceding fiscal year pursuant to clause Note Documents. In or the event that any Person owns more than five percent (a5%) of Section 5.01the Equity Interests of any Note Party or any of its Subsidiaries, the Borrower such Note Party shall deliver to promptly provide the Administrative Agent a certificate of a Financial Officer with notice thereof and promptly provide the Agents and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate Purchasers with all documentation and other information, including a duly executed W-9 tax form (or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreementother applicable IRS tax form) of any Loan Party in existence 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 the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.Terrorist Financing;

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (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. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish With respect to the Administrative Agent prompt written notice of any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, (ii) in any Loan Party’s identity or organizational structure, (iii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any or (iv) in any Loan Party’s jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) with respect to such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Numbera leased property subject to a Landlord Access Agreement. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 and the Collateral Agent if any material portion of the Collateral is damaged or destroyedsubject to a Casualty Event. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 1 contract

Sources: Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice of any change in (i) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iii) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (iv) in the organizational identification number, if any, or, with respect to any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. The Borrower Company also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause If (ai) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on any Mortgaged Property is acquired by any Loan Party after the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b(ii) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any material assets are acquired by any Loan Party in existence on after the date Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof), the Company will promptly notify the Administrative Agent thereof and not then listed on will cause such Schedules assets to be subjected to a Lien securing the Secured Obligations and will take such actions as previously so identified shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the expense of the Company. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Agent.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

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of the U.S. Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 1 contract

Sources: Credit Agreement (Patriot Manufacturing, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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’s legal name, (ii) in the location of any Loan Party's ’s chief executive office, its principal place (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of businessorganization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent and the Lender not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral 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 Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than (iiix) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to changes in the preceding sentence unless all filings have been made under location of such Collateral to real property owned by a Loan Party or to leased property subject to a Landlord Access Agreement, and (y) changes in the Uniform Commercial Code or otherwise that are required in order location of inventory to the location of third party vendors of such Loan Party solely for the Administrative Agent to continue at purpose of further processing, but only so long as the value of such inventory for all times following such change to have a valid, legal and perfected security interest Loan Parties does not exceed $1,000,000 in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedaggregate. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information If required pursuant to Section 2 of 6.02(a), deliver to the Lender and the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since Supplement concurrently with the date delivery of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered financial statements pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent6.01(a).

Appears in 1 contract

Sources: Credit Agreement (Axsys Technologies Inc)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its principal place intention to do so, and in the case of businessclauses (ii) through (v), not less than 30 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, and, in each case, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Numbera leased property subject to a Landlord Access Agreement. The Prior to the Discharge of First Lien Obligations, Holdings and the Borrower agrees not shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to effect or permit any change referred 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 preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedFirst Lien Credit Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement and a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 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 Perfection Certificate Collateral have been filed of record in each governmental, municipal or confirming that there has been no change other appropriate office in such information since 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 the Perfection Certificate delivered on the Effective Date or the date of the most recent such certificate delivered pursuant (except as noted therein with respect to this Section. Each certificate delivered pursuant any continuation statements to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on be filed within such Schedules as previously so identified to the Collateral Agentperiod).

Appears in 1 contract

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

Information Regarding Collateral. (a) The Parent or the Borrower will furnish to the Administrative Collateral Agent prompt written notice of any change (i) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facilityconsolidation), or (iii) in the organizational identification number, if any, or, with respect to any Loan Party's identity or corporate structure or (iv) in any Loan Party's Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification NumberNumber of such Loan Party. The Parent and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings have been been, or simultaneously will be, made under the Uniform Commercial Code or otherwise that are required in order for the Administrative 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 also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect The Borrower (i) will furnish to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to Collateral Agent and the Administrative Agent a certificate prompt written notice of a Financial Officer any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (ii) will ensure that the net proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the chief legal officer of the Borrower setting forth the information required pursuant to Loan Documents. (c) This Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) 5.10 shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of not apply during any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentRelease Period.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (i) in the Borrower’s or any Loan 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 propertiesRestricted Subsidiary’s legal name, (ii) in the location jurisdiction of any Loan Party's chief executive office, its principal place organization or formation of business, any office in which it maintains books or records relating to Collateral owned by it the Borrower or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility)Restricted Subsidiary, (iii) in the Borrower’s or any Loan Party's Restricted Subsidiary’s identity or corporate structure or (iv) in the Borrower’s or any Loan Party's Restricted Subsidiary’s Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit, or to cause or permit any Restricted Subsidiary to effect or permit, any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral to the same extent as before such change. The Borrower and its Restricted Subsidiaries also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Responsible Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 Sections 2, 3 and 4 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant Section 5.06. (c) Promptly deliver to this Section 5.03(bthe Administrative Agent (a) shall identify in the format event that the Administrative becomes aware of Schedule IIany material adverse change in the value of any Mortgaged Property, III, IV or V, as applicable, at the request of the Security Agreement Administrative Agent, an Appraisal Report with respect to such Mortgaged Property or (b) at any time at the discretion of the Borrower, an Appraisal Report with respect to some or all Intellectual of the Real Property (as defined of the Borrower and its Subsidiaries; provided that, in the Security Agreement) each case, each such Appraisal Report shall have been completed within 30 days of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentdelivery.

Appears in 1 contract

Sources: Credit Agreement (World Point Terminals, LP)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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. The Borrower also agrees promptly to notify the Administrative Agent if Collateral (other than any material portion of the Collateral is damaged or destroyed. (b) 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, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.Excluded Perfection

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) in any Loan Party's ’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. 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Restatement Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(band (ii) shall identify in the format of Schedule II, III, IV any liquidation or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) dissolution during such preceding fiscal year of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSubsidiary other than an Excluded Subsidiary.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The 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 furnish cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent prompt and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it 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), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (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. (b) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant 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 this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower 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) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iii) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (iv) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 Borrowers also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at If (i) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause Lien of the Collateral Documents upon the acquisition thereof) or (aii) of Section 5.01any Mortgaged Property is acquired by any Loan Party after the Effective Date, the Borrower shall deliver to 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 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 Financial Officer and jurisdiction other than the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentUnited States.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of Not effect any change (i) in any Loan 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 propertieslegal name, (ii) in the location of any Loan Party's chief executive office, (iii) in any Loan Party's identity or organizational structure, (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (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 Collateral Agent and the Administrative Agent not less than 20 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, of its principal place intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of businessthe security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) other than changes in any Loan Party's identity location to a Mortgaged Property or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not a leased property subject to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 the Collateral is damaged or destroyedLandlord Access Agreement. (b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.015.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Collateral Agent a Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentSupplement.

Appears in 1 contract

Sources: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) The Borrower Borrowers will furnish to the Administrative Agent prompt 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) in the legal name of any Loan Party's corporate name or , as set forth in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesorganizational documents, (ii) in the location jurisdiction of organization or the form of organization of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located Party (including the establishment as a result of any such new office merger or facilityconsolidation), (iii) in the location of the chief executive office of any Loan Party's identity or corporate structure Party or (iv) in any Loan Party's the organizational identification number, if any, and the Federal Taxpayer Identification NumberNumber of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the 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 Borrowers also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at If any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to clause (a) Lien of Section 5.01the Collateral Documents upon the acquisition thereof), the Borrower shall deliver to 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 Financial Officer 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 ABL Credit Agreement, the Pre-Petition ABL Credit Agreement and the chief legal officer 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 Intercreditor Agreement, all at the expense of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral AgentParties.

Appears in 1 contract

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

Information Regarding Collateral. (a) The Borrower will furnish to Issuer and each Guarantor shall give the Administrative Collateral Agent prompt and the Trustee written notice promptly (and in any event within ten Business Days) of any change (i) in the legal name of any Loan Party's corporate name Issuer or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesGuarantor, (ii) in the location of any Loan Party's the chief executive officeoffice of any Issuer or Guarantor, its principal place (iii) in identity or organizational structure of businessany Issuer or Guarantor, (iv) in Federal Taxpayer Identification Number or organizational identification number, if any, of any office Issuer or Guarantor or (v) in the jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) of any Issuer or Guarantor. Each Issuer and each Guarantor also agrees to promptly notify the Collateral Agent of any new location in which it maintains books or records relating to Collateral with a fair market value, individually or in the aggregate, in excess of $2 million owned by it or any new office or facility at which Collateral owned by it with a fair market value, individually or in the aggregate, in excess of $2 million is located located. If any Person asserts any Lien, encumbrance or adverse claim against any investment property that forms part of the Collateral (including other than pursuant to the establishment Security Agreements or clauses (1) or (5) of the definition of Permitted Liens), the Company will promptly notify the Collateral Agent. The Company will notify the Collateral Agent immediately upon becoming aware of any such new office change in an “issuer’s jurisdiction” in respect of any uncertificated Equity Interests with a fair market value in excess of $1.0 million that are Collateral or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or securities accounts with a fair market value in excess of $1.0 million that are Collateral. In each case referred to in this Section 4.26, each Issuer and each Guarantor shall make such filings and take such action as shall be necessary to perfect and continue the preceding sentence unless all filings have been made under perfection of the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion Collateral in favor of the Collateral is damaged or destroyed. (b) Each year, at Agent on behalf of the time Holders of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer Notes and the chief legal officer of Collateral Agent and the Borrower setting forth the information required pursuant Trustee shall have no obligation to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agentdo so.

Appears in 1 contract

Sources: Indenture (Johnstone Tank Trucking Ltd.)

Information Regarding Collateral. (a) The Borrower 3. Furnish, and will furnish cause each Loan Party 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 Loan Party's ’s corporate name as set forth in its certificate of incorporation, certificate of formation or in any trade name used to identify it in the conduct of its business or in the ownership of its propertiesother relevant organizational documents, (iiB) in the location of except during any Loan Party's chief executive office, its principal place of businessCollateral Release Period, any office in or facility (other than any location within the control of the Administrative Agent, the Collateral Agent or the Collateral Trustee) at which it maintains books or records relating to material portions of Collateral owned by it or any office or facility at which Collateral owned by it is are located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or ’s corporate structure or (ivD) except during any Collateral Release Period, in any Loan Party's ’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. The 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 have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent 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 CollateralCollateral (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. (ba) Each 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 clause (aSection 5.04(a) of Section 5.01except during a Collateral Release Period, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth (i) the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant Section and (ii) any liquidation or dissolution during such preceding fiscal year of any Subsidiary other than an Excluded Subsidiary. (b) Promptly after the occurrence of a Collateral Reinstatement Event, furnish and cause each Loan Party to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, furnish to each of the Security Agreement all Intellectual Property (as defined in Administrative Agent, the Security Agreement) Collateral Agent and the Collateral Trustee prompt written notice of any Loan Party event described in existence on Section 5.06(a)(i)(B) or Section 5.06(a)(i)(D) that occurred during the date thereof and not then listed on such Schedules as previously so identified to the applicable Collateral AgentRelease Period.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) The Borrower Furnish, and will furnish cause each Loan Party 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 Loan 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 Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iiiC) in any Loan Party's identity or corporate structure or (ivD) 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; (iv) any liquidation or dissolution after the Closing Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The 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 10 days) for making all filings have been made under the Uniform Commercial Code UCC or otherwise and taking all other actions, in each case that are required in order for the Administrative Agent Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral (other than any Excluded Perfection Assets). The Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed. (b) Each 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 clause (a) of Section 5.015.04(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower Company setting forth the information required pursuant to Section 2 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 Effective Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy Inc)