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 legal name, (ii) in the location of any Loan Party’s chief executive office or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 5 contracts

Sources: Credit Agreement (Horizon Global Corp), Credit Agreement (Horizon Global Corp), Credit Agreement (Horizon Global 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 's legal name, (ii) in the location of any Loan Party’s 's chief executive office or office, (iii) in any Loan Party’s '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. The Borrower agrees not to effect organization (in each case, including by merging with or permit into any change referred to other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the preceding sentence unless case of any liquidation or dissolution of Regency Gas Treating 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 has been delivered (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent, together with all applicable of its intention so to do, clearly describing such change and providing such other information to enable 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 make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest Parties in all 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 is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) Each yearConcurrently with the delivery of financial statements pursuant to Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent and the Collateral Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Supplement.

Appears in 4 contracts

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

Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the First Lien Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change (i) in any Loan Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or in the form of its organization or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, Holdings or the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the First Lien Administrative Agent a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 5.03, (ii) identifying any (x) new Intermediate Parent or (y) Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)by Section 5.03 have been given.

Appears in 4 contracts

Sources: Credit Agreement (LivaNova PLC), Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Topco, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent (for distribution to each Lender by the Administrative Agent) prompt written notice of any change in (i) in any Loan Credit Party’s legal namecorporate name or any trade name used to identify it in the conduct of its business or any Credit Party’s chief executive office, its principal place of business, or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (ii) in the location of any Loan Credit Party’s chief executive office identity or corporate structure or (iii) in any Loan Credit Party’s jurisdiction of organizationFederal Taxpayer Identification Number. The Borrower agrees will not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise and all other actions have been taken that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. (b) Each year, within 90 days after at the end of each fiscal year of time annual financial statements with respect to the Borrowerpreceding Fiscal Year are delivered pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall will deliver to the Administrative Agent (for distribution to each Lender by the Administrative Agent) a certificate of a Financial Officer of the Borrower (i) and its chief legal officer setting forth the information required pursuant to Section 1 of the Perfection Certificate or confirming that there has been no material change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)subsection.

Appears in 3 contracts

Sources: Credit Agreement (Cloud Peak Energy Resources LLC), Credit Agreement (Cloud Peak Energy Resources LLC), Credit Agreement (Cloud Peak Energy Inc.)

Information Regarding Collateral. (a) The Borrower Transaction Parties will furnish to the Administrative Agent Agents prompt written notice of any change (i) in any Loan Party’s legal name'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 '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 jurisdiction of organization's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees Transaction Parties agree not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) Agents to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Transaction Parties also agree promptly to notify the Agents if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) Holdings shall deliver to the Administrative Agent Agents a certificate of a Financial Officer of the Borrower (i) Holdings 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 Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 3 contracts

Sources: Credit Agreement (Hechinger Co), Credit Agreement (Hechinger Co), Credit Agreement (Hechinger Co)

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 legal name, (ii) in the location of any Loan Party’s chief executive office or office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization. The Borrower agrees 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 ten Business Days’ prior written notice (in the preceding sentence unless written form of certificate signed by a Responsible Officer), or such lesser notice has been delivered period agreed to by the Collateral Administrative Agent, together with 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 applicable information action reasonably satisfactory to enable the Administrative Agent to make all filings under maintain the Uniform Commercial Code or otherwise that are required in order perfection and priority of the security interest of the Administrative Agent for the Collateral Agent (on behalf benefit of the Secured Parties) Parties in the Collateral, if applicable. The Loan Parties hereby agree to continue promptly provide the Administrative Agent 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, American Residential GP, LLC, the Operating Partnership and the Borrower hereby agrees that it will at all times following such change to have a valid, legal and perfected security interest in all maintain its jurisdiction of organization as Delaware or one of the Collateralother States within the United State of America. (b) Each yearConcurrently with each delivery of financial statements pursuant to Section 6.01(a) or (b), within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Borrower (i) setting forth Parent and the information chief legal officer of the Parent certifying that all actions required pursuant to be taken under the Perfection Certificate or confirming that there has been no change in such information since Collateral Documents to protect and perfect the security interests and Liens under the Collateral Documents for a period of not less than 18 months after the date of such certificate (including without limitation, the Perfection Certificate delivered on the Closing Date or the date filing of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each appropriate governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (ioffice) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate have been taken (except as noted therein with respect to any continuation statements of lien filings to be filed within such period).

Appears in 3 contracts

Sources: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in the legal name of any of the RHDI Loan Party’s legal nameParties, as reflected in its organization documents, (ii) in the location jurisdiction of organization or corporate structure of any of the RHDI Loan Party’s chief executive office or Parties and (iii) in the identity, Federal Taxpayer Identification Number or organization number of any of the RHDI Loan Party’s Parties, if any, assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral of the RHDI Loan Parties for the benefit of the Secured Parties. The Borrower also agrees promptly to notify the Administrative Agent if any damage to or destruction of Collateral of the RHDI Loan Parties that is uninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) 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 the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral and required pursuant to the Loan Documents to be filed, 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 Security Documents Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 3 contracts

Sources: Credit Agreement (Dex Media, Inc.), Secured Credit Agreement, Credit Agreement (DEX ONE Corp)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s , (iii) in the location of the chief executive office or of any Loan Party, (iiiiv) in any Loan Party’s jurisdiction identity or type of organizationorganization or corporate structure or (v) in any Loan Party’s Organizational Identification Number. The Borrower agrees to promptly provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. The Borrower agrees not to effect or permit any change referred to in the preceding first sentence of this paragraph unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) 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, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) 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 Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section and (ii5.03(b) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description shall identify in the format of Schedule III of the Guarantee and Collateral have been filed Agreement all Intellectual Property (as defined in the Guarantee and Collateral Agreement) of record any Loan Party in each governmental, municipal or other appropriate office in each jurisdiction existence on the date thereof and not then listed on such Schedules as previously so identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Administrative Agent.

Appears in 3 contracts

Sources: Revolving Credit Agreement (Ami Celebrity Publications, LLC), Revolving Credit Agreement (Ami Celebrity Publications, LLC), Credit Agreement (American Media Operations 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 legal name, (ii) in the location of any Loan Party’s chief executive office 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 organizationorganization (in each case, including by merging with or into any other entity, 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 10 Business Days prior written notice (or such shorter notice as is agreed to by the Collateral Agent in its sole discretion) 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 written notice has been delivered sentence. For the avoidance of doubt, this Section 5.12(a) shall not apply to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings any Asset Sale permitted under the Uniform Commercial Code Section 6.06 or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralany transaction permitted under Section 6.05(e). (b) Each year, within 90 days after Concurrently with the end delivery of each financial statements pursuant to Section 5.01(a) (beginning with the fiscal year of the Borrowerending December 31, the Borrower (on behalf of itself and the other Loan Parties) shall 2021), 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 (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, registrations (including all refilingsre-filings, rerecordings re-recordings and reregistrations, re-registrations) containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name'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 '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 jurisdiction 's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. Each of organization. The Borrower the Borrowers agrees not to effect or permit any change referred to in the preceding sentence of its corporate or identity or state of organization unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code UCC or otherwise and all other actions have been taken that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Administrative Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver Deliver to the Administrative Agent Agent, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 2 contracts

Sources: Term Loan Agreement (Maxxam Inc), Revolving Credit Agreement (Maxxam 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 's legal name, as reflected in its organization documents, (ii) in the location of any Loan Party’s chief executive office 's jurisdiction of organization or corporate structure and (iii) in any Loan Party’s 's identity, Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. The Borrower also agrees promptly to notify the Administrative Agent if any damage to or destruction of Collateral that is uninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) 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 most recently delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (R H Donnelley Corp), Credit Agreement (Dex Media, Inc./New)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party or in any Loan Party’s legal nametrade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of the chief executive office of any Loan Party’s chief executive , its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf with an aggregate book value in excess of Fifty Thousand Dollars ($50,000.00) is located (including the establishment of any such new office or facility), (iii) in the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (iv) the Federal Taxpayer Identification Number of any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) 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 Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to clauses (a) and (b) of Section 6.02, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section Section, and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed terms 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 Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Agreements.

Appears in 2 contracts

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

Information Regarding Collateral. (a) The Borrower will furnish Company agrees promptly to notify the Administrative Agent prompt written notice if any material portion of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code is damaged or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraldestroyed. (b) Each year, within 90 days after on the end of each fiscal year anniversary of the BorrowerEffective Date, the Borrower (on behalf of itself and the other Loan Parties) Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower Company (i) setting forth forth, with respect to each Loan Party, the information required pursuant to Section 1(a) and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Georgia Gulf Corp /De/), Credit Agreement (Georgia Gulf Corp /De/)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office identity, form of organization or jurisdiction of organization or (iii) in any Loan Party’s Federal Taxpayer Identification Number or identifying number (if any) assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate Schedule 5.03 or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Symbol Technologies Inc), Credit Agreement (Symbol Technologies 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 legal corporate name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or (iii) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made or will be made substantially contemporaneously with such change under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after At the end time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 1 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 Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Burger King Holdings Inc), Credit Agreement (Burger King Holdings 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 legal corporate name, (ii) in the location of any Loan Party’s chief executive office jurisdiction of incorporation or organization, (iii) in any Loan Party’s form of organization or (iv) in any Loan Party’s Federal Taxpayer Identification Number or other identification number assigned by such Loan Party’s jurisdiction of organizationincorporation or formation. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Second Priority Collateral. The Borrower also agrees promptly to notify the Agents if any material portion of the Second Priority Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent Agents a certificate of a Financial Officer the chief legal officer of the Borrower (i) setting forth the information required pursuant to Section 1 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Senior 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 Second Priority Subsidiary Security Documents Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)

Information Regarding Collateral. (a) The Lead Borrower will furnish to the Administrative Agent Agents prompt written notice of any change (i) in any Loan Party’s legal name'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 '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), provided that, notwithstanding the foregoing, the Lead Borrower shall only be obligated to furnish a store listing quarterly within 45 days of the end of each fiscal quarter; (iii) in any Loan Party’s 's corporate structure or jurisdiction of incorporation or formation, or (iv) in any Loan Party's Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Lead Borrower also agrees not promptly to effect or permit notify the Agents if any change referred to in the preceding sentence unless written notice has been delivered to material portion of the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code is damaged or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraldestroyed. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Lead Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent Agents a certificate of a Financial Officer of the Lead 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 2 contracts

Sources: Credit Agreement (Petsmart Inc), Credit Agreement (Petsmart 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 legal name, (ii) in the location of any Loan Party’s chief executive office identity, form of organization or jurisdiction of organization or (iii) in any Loan Party’s Federal Taxpayer Identification Number or identifying number (if any) assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster 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 legal name, as reflected in its organization documents, (ii) in the location of any Loan Party’s chief executive office jurisdiction of organization or corporate structure and (iii) in any Loan Party’s identity, Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in clauses (i) through (iii) of the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. The Borrower also agrees promptly to notify the Administrative Agent if any damage to or destruction of Collateral that is uninsured and has a fair market value exceeding $10,000,000 occurs. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) 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 the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (Dex Media East LLC), Credit Agreement (R H Donnelley 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 legal name, (ii) in the location of any Loan Party’s chief executive office 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. The Borrower agrees organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to by the Collateral Agent, together with all applicable of its intention so to do, clearly describing such change and providing such other information to enable 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 make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest Parties in all 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. (b) Each year, within 90 days after Concurrently with the end delivery of each financial statements pursuant to Section 5.01(a) (beginning with the fiscal year of the Borrowerending December 31, the Borrower (on behalf of itself and the other Loan Parties) shall 2011), 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 (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 2 contracts

Sources: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International 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 legal corporate name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or (iii) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) 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, within 90 days after At the end time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 7, 8, 9, 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 Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicablethe case may be) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Nasdaq Stock Market Inc)

Information Regarding Collateral. (a) The Each Borrower will furnish to not, and will cause each of the Administrative Agent prompt written notice of other Loan Parties not to, effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect organization (in each case, including by merging with or permit into any change referred to other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) unless (A) it shall have given the preceding sentence unless Agents at least ten days’ prior written notice has been delivered (or such lesser notice period as may be agreed to by the Administrative Agent in its sole discretion) of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Agent may reasonably request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interests of the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf benefit of the Secured Parties) , and of the European Collateral Agent, in its own name and for the benefit of the European Secured Parties and as a creditor in its own right under the parallel debt undertaking created pursuant to continue at all times Section 8.10, in the Collateral following such change to have a validchange, legal and perfected security interest in all the Collateralif applicable. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to Section 5.01(b), the Borrower (on behalf of itself and the other Loan Parties) Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer of the U.S. Borrower (i) setting forth the information required pursuant to the Sections 1(a) and 8(a) of each Perfection Certificate or confirming that there has been no change in such information since the date of the such Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (Solutia Inc)

Information Regarding Collateral. (a) The Borrower will Each Loan Party shall furnish to the Administrative Agent prompt written notice of any change (i) in any such Loan Party’s legal corporate name, (ii) in the location of any Loan Party’s chief executive office identity or corporate structure or Federal Taxpayer Identification Number or (iii) 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 written notice has been delivered to the Collateral Agent, together with all applicable information to enable (i) it shall have given the Administrative Agent to make thirty (30) days’ prior written notice and (ii) all filings shall have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (ba) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to paragraph (b) of Section 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information the Collateral since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.07 (except as shall have previously been disclosed to the Administrative Agent in accordance herewith) and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Pledge Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Lakers Holding Corp.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s chief executive office 's identity, form of organization or jurisdiction of organization or (iii) in any Loan Party’s 's Federal Taxpayer Identification Number or identifying number (if any) assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate Schedule 5.03 or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Symbol Technologies 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 legal corporate name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or (iii) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made or will be made substantially contemporaneously with such change under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after At the end time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 1 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Burger King Worldwide, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal corporate name, (ii) in the location jurisdiction of organization or formation of any Loan Party’s chief executive office or , (iii) in any Loan Party’s jurisdiction identity or type of organizationorganization or organizational structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number. The Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless written notice has all filings have been delivered to the Collateral AgentAgent (and Collateral Agent has confirmed receipt thereof) or made, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise otherwise, that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. If requested by the Administrative Agent, Holdings and the Borrower agree to promptly provide the Collateral Agent with certified copies of organizational documents reflecting any of the changes described in the preceding sentence. Holdings and the Borrower also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after In the end of each fiscal year case of the Borrower, each year, at the Borrower (on behalf time of itself and delivery of the other Loan Parties) shall annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period5.06(b).

Appears in 1 contract

Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent Agents prompt written notice of any change in: (ia) in any Loan Party’s legal name, ; (iib) in the location of any Loan Party’s chief executive office or its principal place of business; (iiic) in any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (d) any Loan Party’s Federal Taxpayer Identification Number 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 allFollowing the written notice has been delivered to request of the Administrative Agent, the Borrower shall cooperate with the Administrative Agent, and hereby authorizes the Administrative Agent and the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings such filings, publications and registrations, have been made (or will be made in a timely fashion) as are reasonably requested to be made under the Uniform Commercial Code or otherwise other Applicable Law and that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record 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 required under the Security Documents for a period (subject only to Permitted Encumbrances having priority by operation of not less than 18 months after Applicable Law or under clause (a) or (b) of the date definition of such certificate (except as noted therein with respect to Permitted Encumbrances, in favor of the agent under the ABL Facility on any continuation statements Revolver Priority Collateral and Liens permitted to be filed within such period)pari passu to the Liens of the Collateral Agent pursuant to the Pari Passu Lien Intercreditor Agreement) in all the Collateral for its own benefit and the benefit of the other Secured Parties.

Appears in 1 contract

Sources: Credit Agreement (Burlington Stores, 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 legal name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s , (iii) in the location of the chief executive office or of any Loan Party, (iiiiv) in any Loan Party’s jurisdiction identity or type of organizationorganization or corporate structure or (v) in any Loan Party’s Organizational Identification Number. The Borrower agrees to promptly provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. The Borrower agrees not to effect or permit any change referred to in the preceding first sentence of this paragraph unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) 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, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) 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 Original Closing Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section and (ii5.03(b) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description shall identify in the format of Schedule III of the Guarantee and Collateral have been filed Agreement all Intellectual Property (as defined in the Guarantee and Collateral Agreement) of record any Loan Party in each governmental, municipal or other appropriate office in each jurisdiction existence on the date thereof and not then listed on such Schedules as previously so identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (American Media 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 legal corporate name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or (iii) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) 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, within 90 days after At the end time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Section 5.01(a) or (b), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (James River Coal CO)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or (iii) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after At the end time of each fiscal year delivery of the Borrowerfinancial statements pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 7, 8, 9, 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicablethe case may be) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Nasdaq Omx Group, Inc.)

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Notes Collateral Agent, with respect to the Company or any Guarantor, promptly (and in any event within 10 days of such change or such longer period as then permitted under the facility (for the purposes of this paragraph, the “controlling facility”) governing that series of Indebtedness for which the Controlling Collateral Agent prompt (as defined under the applicable Intercreditor Agreement) for any applicable Intercreditor Agreement acts as “collateral agent”) written notice of any change in such Person’s (i1) in any Loan Party’s legal corporate or organization name, (ii2) in jurisdiction of organization or formation or the location of any Loan Party’s its registered office, principal place of business or chief executive office office, (3) identity or corporate structure or (iii4) in any Loan Party’s jurisdiction of organizationorganizational identification number. The Borrower agrees Company and the Guarantors will agree not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made, or will have been made within 10 days following such change (or such longer period as then permitted under the controlling facility) or within any applicable statutory period, under the Uniform Commercial Code or otherwise Code, the PPSA and any other applicable laws that are required in the Collateral Documents in order for the Collateral Agent (on behalf to be made subject to the Lien of the Secured Parties) Notes Collateral Agent under the Collateral Documents in the manner and to continue at the extent required by this Indenture or any of the Collateral Documents and shall take all times following necessary action so that such Lien is perfected with the same priority as immediately prior to such change to have a valid, legal and perfected security interest the extent required by the Collateral Documents. The Company also agrees promptly to notify the Notes Collateral Agent in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description writing if any material portion of the Collateral is damaged, destroyed or condemned in a manner which would reasonably be expected to 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 Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)material adverse effect.

Appears in 1 contract

Sources: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)

Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the First Lien Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change (i) in any Loan Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or in the form of its organization or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.jurisdiction. -101- (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, Holdings or the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the First Lien Administrative Agent a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 5.03, (ii) identifying any (x) new Intermediate Parent or (y) Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)by Section 5.03 have been given.

Appears in 1 contract

Sources: Credit Agreement (LivaNova PLC)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent and the Lender Representative prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent and the Lender Representative a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Second Lien Term Loan Credit Agreement (Horizon Global Corp)

Information Regarding Collateral. (a) The Borrower will Issuers shall furnish to the Administrative Agent prompt Collateral Trustee, with respect to the Issuers or any Guarantor, promptly (and in any event within 30 days after such change) written notice of any change in such Person’s (i) in any Loan Party’s legal name, (ii) in the location jurisdiction of any Loan Party’s chief executive office organization or formation, (iii) in any Loan Party’s jurisdiction type of organizationlegal entity or (iv) Organizational Identification Number. The Borrower agrees not Issuers and the Guarantors agree to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make deliver all filings necessary under the Uniform Commercial Code or otherwise and any other applicable laws that are required in the Security Documents in order for the Collateral Agent (on behalf to be made subject to the Lien of the Secured Parties) Collateral Trustee under the Security Documents in the manner and to continue at the extent required by this Indenture or any of the Security Documents and shall take all times following necessary action so that such Lien is perfected with the same priority as immediately prior to such change to have a validthe extent required by the Security Documents. The Issuers also agree promptly to notify in writing the Collateral Trustee if any material portion of the Collateral is damaged, legal and perfected security interest in all the Collateraldestroyed or condemned. (b) Each year, within 90 120 days after the end of each the preceding fiscal year of (beginning with the Borrowerfiscal year ended December 31, 2018), the Borrower (on behalf of itself and the other Loan Parties) Issuers shall deliver to each of the Administrative Agent Trustee and the Collateral Trustee a certificate of a Financial Officer of the Borrower (i) financial officer setting forth the information required pursuant to the Perfection Certificate schedules required by the Security Documents or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date prior annual financial statements and an Opinion of the most recent certificate delivered pursuant Counsel as to this Section continuation of perfected security interests. The Trustee and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Trustee will have been filed no obligation to maintain or monitor the perfection 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 Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)liens.

Appears in 1 contract

Sources: Indenture (CSI Compressco LP)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office identity, form of organization or jurisdiction of organization or (iii) in any Loan Party’s Federal Taxpayer Identification Number or identifying number (if any) assigned by the jurisdiction of its organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Second Amendment Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Blockbuster Inc)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Collateral Agent prompt written notice of any change in (i) in any Loan Party’s legal name, jurisdiction of organization, chief executive office or principal place of business, (ii) in the location of any Loan Party’s chief executive office identity or form of organization or (iii) in any Loan Party’s jurisdiction of organizationfederal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.No later than (b) Each year, within 90 days after at the end of each fiscal year of time annual financial statements with respect to the Borrowerpreceding Fiscal Year are delivered pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall will deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower and its chief legal officer (i) setting forth forth, with respect to each Loan Party, the information required pursuant to Parts A-1 and A-2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date (or the effective date of such Loan Party’s Security Agreement Supplement) or the date of the most recent certificate delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Windstream 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 legal name, (ii) in the location of any Loan Party’s chief executive office or office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent thereof) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization. The Borrower agrees 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 ten Business Days’ prior written notice (in the preceding sentence unless written form of certificate signed by a Responsible Officer), or such lesser notice has been delivered period agreed to by the Collateral Administrative Agent, together with 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 applicable information action reasonably satisfactory to enable the Administrative Agent to make all filings under maintain the Uniform Commercial Code or otherwise that are required in order perfection and priority of the security interest of the Administrative Agent for the Collateral Agent (on behalf benefit of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest Creditor Parties in all the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) Each yearConcurrently with each delivery of financial statements pursuant to Section 6.01(a) or (b), within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a Perfection Certificate Supplement and a certificate of a Financial Responsible Officer of the Borrower (i) setting forth REIT and the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date chief legal officer of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) REIT certifying that all Uniform Commercial Code actions have been taken and all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (American Assets Trust, 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 legal name, (ii) in the location of any Loan Party’s chief executive office 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. The Borrower agrees organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to by the Collateral Agent, together with all applicable of its intention so to do, clearly describing such change and providing such other information to enable 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 make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest Parties in all 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. (b) Each year, within 90 days after Concurrently with the end delivery of each financial statements pursuant to Section 5.01(a) (beginning with the fiscal year of the Borrowerending December 31, the Borrower (on behalf of itself and the other Loan Parties) shall 2012), 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 (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (CSG Systems International Inc)

Information Regarding Collateral. (a) The Borrower will Issuer shall furnish to the Administrative Agent prompt Collateral Agent, with respect to the Issuer or any Guarantor, promptly (and in any event within 30 days after such change) written notice of any change in such Person’s (i) in any Loan Party’s legal name, (ii) in the location jurisdiction of any Loan Party’s chief executive office organization or formation, (iii) in any Loan Party’s jurisdiction of organizationidentity or corporate structure or (iv) Federal Taxpayer Identification Number or organizational identification number, if any. The Borrower agrees Issuer shall not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code of the applicable jurisdiction or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) . The Issuer also shall promptly notify the Collateral Agent in writing if any material portion of the Collateral is damaged or destroyed. Each year, within 90 days after at the end time of each fiscal year delivery of the Borrowerannual financial statements with respect to the preceding fiscal year, the Borrower (on behalf of itself and the other Loan Parties) Issuer shall deliver to the Administrative Agent Trustee a certificate of a Financial Officer of the Borrower (i) financial officer setting forth the information required pursuant to Schedules A through H of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate prior delivered on certificate. (b) The Issuer shall use commercially reasonable efforts to deliver to the Closing Date or Initial Purchasers and the date Collateral Agent, within forty-five (45) days after the Issue Date, each of the most recent certificate documents listed below, together with an Officers’ Certificate stating that all documents to be delivered pursuant to this Section and (ii4.25(b) certifying are attached in the form required by this Indenture; provided, however, 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 if notwithstanding the 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 Security Documents for a period of not less than 18 months after the date Issuer’s use of such certificate (except as noted therein with respect commercially reasonable efforts, third parties fail to any continuation statements to be filed deliver the documents listed below within such forty-five (45) day period)., the Issuer shall use its commercially reasonable efforts to cause such third parties to deliver such documents as soon as practicable thereafter:

Appears in 1 contract

Sources: Indenture (Headwaters Inc)

Information Regarding Collateral. (a) The Lead Borrower will furnish to the Administrative Agent Agents prompt written notice of any change (i) in any Loan Party’s legal namecorporate 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), provided that, notwithstanding the foregoing, the Lead Borrower shall only be obligated to furnish a store listing quarterly within 45 days of the end of each fiscal quarter; (iii) in any Loan Party’s corporate structure or jurisdiction of incorporation or formation, or (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Lead Borrower also agrees not promptly to effect or permit notify the Agents if any change referred to in the preceding sentence unless written notice has been delivered to material portion of the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code is damaged or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraldestroyed. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Lead Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent Agents a certificate of a Financial Officer of the Lead 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (Petsmart Inc)

Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the First Lien Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change (i) in any Loan Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or in the form of its organization or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, Holdings or the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the First Lien Administrative Agent a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 5.03, (ii) identifying Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)by Section 5.03 have been given.

Appears in 1 contract

Sources: Credit Agreement (LivaNova PLC)

Information Regarding Collateral. (a) The Borrower will Each Loan Party shall furnish to the Administrative Agent prompt written notice of any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office identity or corporate structure or Federal Taxpayer Identification Number or (iii) 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 written notice has been delivered to the Collateral Agent, together with all applicable information to enable (i) it shall have given the Administrative Agent to make prior written notice and (ii) all filings shall have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent (on behalf for the benefit of the Secured Parties) Parties to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to paragraph (b) of Section 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information the Collateral since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.07 (except as shall have previously been disclosed to the Administrative Agent in accordance herewith) and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Pledge Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Lifepoint Health, Inc.)

Information Regarding Collateral. (a) The Lead Borrower will furnish to the Administrative Agent prompt Agents written notice within 30 days after any of any change the following changes occur: (ia) in any Loan Party’s legal name, ; (iib) in the location of any Loan Party’s chief executive office or its principal place of business; (iiic) in any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (d) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Following the written request of the Administrative Agent, the Lead Borrower agrees not to effect or permit any change referred to in shall cooperate with the preceding sentence unless written notice has been delivered to Administrative Agent, and hereby authorizes the Administrative Agent and the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings such filings, publications and registrations as are reasonably requested to be made under the Uniform Commercial Code or otherwise other Applicable Law and that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record 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 required under the Security Documents (subject only to Permitted Encumbrances having priority by operation of Applicable Law or under clause (a) or (b) of the definition of Permitted Encumbrances, in favor of the Term Loan Collateral Agent on any Term Loan Priority Collateral or in favor of the agent, trustee or other secured party in respect of any Qualifying Senior Secured Debt or any Qualifying Other Debt on any Qualifying Senior Collateral) in all the Collateral for a period its own benefit and the benefit of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)other Secured Parties.

Appears in 1 contract

Sources: Credit Agreement (Burlington Stores, Inc.)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt Monitoring Agents 15 days prior written notice (in the form of an officer’s certificate), clearly describing any change of the following changes (i) in any Loan Credit Party’s legal namecorporate 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 Credit 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 having a value in excess of $250,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Credit Party’s identity or corporate structure, (iv) in any Credit Party’s Federal Taxpayer Identification Number or (v) in any Credit Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest under the UCC in all the Collateral. Borrower agrees to provide to any Monitoring Agent such other information in connection with such changes as such Monitoring Agent may reasonably request. Borrower also agrees promptly to notify the Monitoring Agents if any material portion of the Collateral is damaged or destroyed or taken by condemnation or other eminent domain proceeding. (b) Each year, within 90 days after at the end time of each fiscal year delivery of the BorrowerOfficer’s Certificate pursuant to Section 5.01(n), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent Monitoring Agents a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date copy of such certificate (except as noted therein with respect to Officer’s Certificate and any continuation statements to be filed within such period)attachments thereto.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (NewPage CORP)

Information Regarding Collateral. (a) The Parent Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in the legal name of any Loan Party’s legal name, (ii) in the location identity or type of organization or corporate structure of any Loan Party’s chief executive office or , (iii) in the Federal Taxpayer Identification Number or other identification number of any Loan Party’s , (iv) in the jurisdiction of organization of any Loan Party or (v) in the address set forth in the Uniform Commercial Code financing statement filed with respect to any Loan Party (including the establishment of any such new chief executive office in respect of any Grantor that is not a registered organization) or any office or facility at which Collateral owned by it having an aggregate fair market value of more than $30,000,000 is located. The Holdings and the Parent Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after At the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Parent Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent and Term Agent a certificate of a Financial Officer of the Parent Borrower (i) setting forth the information required pursuant to Sections 1 (other than clause (d) thereof), 2, 7 and 8 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (J C Penney Co Inc)

Information Regarding Collateral. (a) The Parent Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in the legal name of any Loan Party’s legal name, (ii) in the location identity or type of organization or corporate structure of any Loan Party’s chief executive office or , (iii) in the Federal Taxpayer Identification Number or other identification number of any Loan Party’s , (iv) in the jurisdiction of organizationorganization of any Loan Party or (v) in the address set forth in the Uniform Commercial Code financing statement filed with respect to any Loan Party. The Holdings and the Parent Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Parent Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of the BorrowerSection 5.01, the Parent Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower (i) setting forth the information required pursuant to Sections 1 (other than clause (d) thereof) and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section Section. (c) At any time during a Release Period, the provisions of paragraphs (a) and (iib) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of this Section 5.03 shall not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)apply.

Appears in 1 contract

Sources: Credit Agreement (J C Penney Co Inc)

Information Regarding Collateral. (a) The Borrower Holdings or the Issuer will furnish to the Administrative Trustee and the Second Lien Notes Collateral Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Trustee) written notice of any change (i) in any Loan Note Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Note Party or in the form of its organization or (iii) in any Loan Note Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Note Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 4.01(a), within 90 days after Holdings or the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) Issuer shall deliver to the Administrative Agent Trustee a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower Issuer (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Issue Date or (y) the date of the most recent certificate delivered pursuant to this Section 4.05, (ii) identifying any (x) new Intermediate Parent or (y) Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given by Section 4.05 prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)have been given.

Appears in 1 contract

Sources: Indenture (Sotera Health Co)

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice of any change in (i) any Obligor's name or any trade name used to identify it in the conduct of its business or any Loan Party’s legal nameObligor's location (determined as provided in Section 9-307 of the Uniform Commercial Code), (ii) in the location of any Loan Party’s chief executive office Obligor's identity or corporate structure or (iii) in any Loan Party’s jurisdiction of organizationObligor's Federal Taxpayer Identification Number or organization identification number. The Borrower agrees Company will not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise and all other actions have been taken that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. (b) Each year, within 90 days after at the end of each fiscal year of time annual financial statements with respect to the Borrowerpreceding Fiscal Year are delivered pursuant to Section 6.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall Company will deliver to the Administrative Agent a certificate of a Financial Responsible Officer of the Borrower (i) setting forth the information required pursuant to Sections A and B of the Perfection Certificate or confirming that there has been no change in such information since the date of the any Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate certificates delivered pursuant to this Section subsection and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Transaction Liens for a period of not less than at least 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Conseco 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 legal name, (ii) in the location of any Loan Party’s chief executive office 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 organizationorganization (in each case, including by merging with or into any other entity, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (or such shorter notice as is agreed to by the Collateral Agent in its sole discretion) 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 written notice has been delivered sentence. For the avoidance of doubt, this Section 5.12(a) shall not apply to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings any Asset Sale permitted under the Uniform Commercial Code Section 6.06 or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralany transaction permitted under Section 6.05(e). (b) Each year, within 90 days after Concurrently with the end delivery of each financial statements pursuant to Section 5.01(a) (beginning with the fiscal year of the Borrowerending December 31, the Borrower (on behalf of itself and the other Loan Parties) shall 2018), 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 (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, registrations (including all refilingsre-filings, rerecordings re-recordings and reregistrations, re-registrations) containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (CSG Systems International Inc)

Information Regarding Collateral. (a) The Borrower will Each Loan Party shall furnish to the Administrative Agent prompt written notice of any change (i) in any such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office identity or corporate structure or Federal Taxpayer Identification Number or (iii) 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 written notice has been delivered to the Collateral Agent, together with all applicable information to enable (i) it shall have given the Administrative Agent to make thirty (30) days’ prior written notice and (ii) all filings shall have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Agent (on behalf for the benefit of the Secured Parties) Parties to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to paragraph (b) of Section 5.01, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information the Collateral since the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.07 (except as shall have previously been disclosed to the Administrative Agent in accordance herewith) and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Pledge Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Lifepoint Hospitals, 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 legal name, (ii) in the location of any Loan Party’s chief executive office 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. The Borrower agrees organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to by the Collateral Agent, together with all applicable of its intention so to do, clearly describing such change and providing such other information to enable 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 make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest Parties in all 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. For the avoidance of doubt, this Section 5.12(a) shall not apply to any Asset Sale permitted under Section 6.06 or any transaction permitted under Section 6.05(e). (b) Each year, within 90 days after Concurrently with the end delivery of each financial statements pursuant to Section 5.01(a) (beginning with the fiscal year of the Borrowerending December 31, the Borrower (on behalf of itself and the other Loan Parties) shall 2014), 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 (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests and Liens under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (CSG Systems International Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent and the Lenders prompt written notice of any change (i) in any Loan Party’s legal corporate name, (ii) in the location jurisdiction of organization or formation of any Loan Party’s chief executive office or , (iii) in any Loan Party’s jurisdiction identity or type of organizationorganization or organizational structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number. The Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless written notice has all filings have been delivered to the Collateral AgentAgent (and Collateral Agent has confirmed receipt thereof) or made, together with all applicable information to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise otherwise, that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. If requested by the Administrative Agent, Holdings and the Borrower agree to promptly provide the Collateral Agent with certified copies of organizational documents reflecting any of the changes described in the preceding sentence. Holdings and the Borrower also agree promptly to notify the Administrative Agent and the Lenders if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after In the end of each fiscal year case of the Borrower, each year, at the Borrower (on behalf time of itself and delivery of the other Loan Parties) shall annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent and Lenders a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period5.06(b).

Appears in 1 contract

Sources: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.)

Information Regarding Collateral. (a) The Holdings or the Borrower will shall furnish to the Administrative Agent prompt (and in any event within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in the Borrower’s or any Loan Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Party or in the form of its organization or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such party is organized or owns Mortgaged Property in a jurisdiction where its organizational identification number is required to enable the Administrative Agent to make all filings under the be included in a Uniform Commercial Code or otherwise that are required in order financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) Holdings shall deliver to the Administrative Agent a certificate of executed by a Financial Responsible Officer of the Borrower Holdings (i) setting forth the information required pursuant to Paragraphs 1(a), 1(f), 6, 7 and 9 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 5.13, (ii) identifying any Wholly-Owned Subsidiary that is a Restricted Subsidiary and that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)by Section 5.13 have been given. Section 5.14. [Reserved].

Appears in 1 contract

Sources: Term Loan Credit Agreement (Graftech International LTD)

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 the legal name, (ii) in the location name of any Loan Party’s chief executive office , as set forth in its organizational documents, (B) the jurisdiction of 106 #98412540v7 (ii) If (A) any material assets are acquired by any Loan Party after the Closing 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 (iiiB) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect event within thirty (30) days (or permit any change referred to such longer period as the Administrative Agent may agree in writing) or, in the preceding sentence unless written notice has been delivered 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 Lien securing the Collateral Agent, together with all applicable information to enable Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for satisfy the Collateral Agent (on behalf of and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer expense of the Borrower (i) setting forth and, in the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date case of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above A), all to the extent necessary required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to protect and perfect the security interests under contrary set forth in this Agreement or in any Collateral Document, the Security Documents for a period of Loan Parties shall not less than 18 months after the date of such certificate be required to obtain (except as noted therein 1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respect respects to any continuation statements to be filed within such period)Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (a) The Parent Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in the legal name of any Loan Party’s legal name, (ii) in the location identity or type of organization or corporate structure of any Loan Party’s chief executive office or , (iii) in the Federal Taxpayer Identification Number or other identification number of any Loan Party’s , (iv) in the jurisdiction of organization of any Loan Party, or (v) in the address set forth in the UCC financing statement filed with respect to any Loan Party (including the establishment of any such new chief executive office in respect of any Grantor that is not a registered organization) or any office or facility at which Collateral owned by it having an aggregate fair market value of more than $30,000,000 is located. The Holdings and the Parent Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Collateral Administrative Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after At the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to clause (a) of Section 5.01, the Parent Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of the Parent Borrower (i) setting forth the information required pursuant to Sections 1 (other than clause (d) thereof), 2, 7 and 8 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Restatement Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (J C Penney Co Inc)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice (and in any event within 30 calendar days or such longer period as the Administrative Agent shall agree in its sole discretion) of any change (i) in any Loan Party’s legal corporate name, (ii) in the location of any Loan Party’s chief executive office identity or corporate structure or (iii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number. The Borrower agrees to provide the Administrative Agent with prior written notice (or such later notice as the Administrative Agent shall agree in its sole discretion) of any change in the jurisdiction of organizationorganization or formation of any Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made within the relevant time frame under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) 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, within 90 days after at the end time of each delivery of the annual financial statements with respect to the preceding fiscal year of the Borrowerpursuant to Section 5.04(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent Agent, with a copy to the Collateral Agent, a certificate of a Financial 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)5.06.

Appears in 1 contract

Sources: Revolving Credit Agreement (Pacific Drilling S.A.)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (and in any event within 10 days of such change) (i) in any Loan Party’s legal 's corporate name, (ii) in the location jurisdiction of organization or formation of any Loan Party’s chief executive office or , (iii) in any Loan Party’s jurisdiction of organization's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower also agrees not promptly to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable notify the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for if any material portion of the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralis damaged or destroyed. (b) Each year, within 90 days after In the end of each fiscal year case of the Borrower, each year, at the Borrower (on behalf time of itself and delivery of the other Loan Parties) shall annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06. (c) Maintain, at its own cost and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filingsexpense, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings such complete and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above accurate records with respect to the extent necessary Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to protect those in which such Grantor is engaged, but in any event to include accounting records in accordance with such practices indicating all payments and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein proceeds received with respect to any continuation statements part of the Article 9 Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to be filed within such period).prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Administrative Agent showing the identity, amount and location of any and all Article 9

Appears in 1 contract

Sources: Credit Agreement (Goamerica Inc)

Information Regarding Collateral. (a) The Borrower will Issuer shall furnish to the Administrative Agent prompt Collateral Agent, with respect to the Issuer or any Guarantor, promptly (and in any event within 30 days after such change) written notice of any change in such Person’s (i) in any Loan Party’s legal name, (ii) in the location jurisdiction of any Loan Party’s chief executive office organization or formation, (iii) in any Loan Party’s jurisdiction of organizationidentity or corporate structure or (iv) Federal Taxpayer Identification Number or organizational identification number, if any. The Borrower agrees Issuer shall not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code of the applicable jurisdiction or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) . The Issuer also shall promptly notify the Collateral Agent in writing if any material portion of the Collateral is damaged or destroyed. Each year, within 90 days after at the end time of each fiscal year delivery of the Borrowerannual financial statements with respect to the preceding fiscal year, the Borrower (on behalf of itself and the other Loan Parties) Issuer shall deliver to the Administrative Agent Trustee a certificate of a Financial Officer of the Borrower (i) financial officer setting forth the information required pursuant to Schedules A through H of the Perfection Certificate Security Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate prior delivered on certificate. (b) The Issuer shall use commercially reasonable efforts to deliver to the Closing Date or Initial Purchasers and the date Collateral Agent, within forty-five (45) days after the Issue Date, each of the most recent certificate documents listed below together with an Officers’ Certificate stating that all documents to be delivered pursuant to this Section and (ii4.25(b) certifying are attached in the form required by this Indenture; provided, however, that all Uniform Commercial Code financing statements (including fixture filingsif, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of notwithstanding the 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 Security Documents for a period of not less than 18 months after the date Issuer’s use of such certificate (except as noted therein with respect commercially reasonable efforts, third parties fail to any continuation statements to be filed deliver the documents listed below within such forty-five (45) day period)., the Issuer shall use its commercially reasonable efforts to cause such third parties to deliver such documents as soon as practicable thereafter:

Appears in 1 contract

Sources: Indenture (Headwaters Inc)

Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Administrative Agent (at the direction of the Required Lenders)) written notice of any change (i) in any Loan Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization or the location of the chief executive office of any Loan Party’s chief executive office Party or in the form of its organization or (iii) in any Loan Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Loan Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each year, within 90 Not later than five (5) days after the end delivery of each fiscal year of the Borrowerfinancial statements pursuant to Section 5.01(a), Holdings or the Borrower (on behalf of itself and the other Loan Parties) shall will deliver to the Administrative Agent a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no material change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.03, (ii) identifying any Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended Fiscal Quarter and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate by this Section 5.03 have been given (except as noted therein with respect to or if not, providing any continuation statements to be filed within such periodnotices in such certificate).

Appears in 1 contract

Sources: Credit Agreement (Atlas Technical Consultants, Inc.)

Information Regarding Collateral. (a) The Borrower Holdings or the Issuer will furnish to the Administrative Trustee and the First Lien Notes Collateral Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the Trustee) written notice of any change (i) in any Loan Note Party’s legal namename (as set forth in its certificate of organization or like document), (ii) in the location jurisdiction of incorporation or organization of any Loan Party’s chief executive office Note Party or in the form of its organization or (iii) in any Loan Note Party’s jurisdiction of organization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered organizational identification number to the Collateral Agent, together with all applicable information extent that such Note Party is organized or owns Mortgaged Property in a jurisdiction where an organizational identification number is required to enable the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required be included in order a UCC financing statement for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateraljurisdiction. (b) Each yearNot later than five Business Days after financial statements are required to be delivered pursuant to Section 4.01(a), within 90 days after Holdings or the end of each fiscal year of the Borrower, the Borrower (on behalf of itself and the other Loan Parties) Issuer shall deliver to the Administrative Agent Trustee a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower Issuer (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Closing Issue Date or (y) the date of the most recent certificate delivered pursuant to this Section 4.05, (ii) identifying any (x) new Intermediate Parent or (y) Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iiiii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant notices required to clause (i) above be given by Section 4.05 prior to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)have been given.

Appears in 1 contract

Sources: Indenture (Sotera Health Co)

Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt written notice of any change (and in any event within 10 days of such change) (i) in any Loan Party’s legal corporate name, (ii) in the location jurisdiction of organization or formation of any Loan Party’s chief executive office or , (iii) in any Loan Party’s jurisdiction of organizationidentity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number. The Borrower also agrees not promptly to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable notify the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise that are required in order for if any material portion of the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateralis damaged or destroyed. (b) Each year, within 90 days after In the end of each fiscal year case of the Borrower, each year, at the Borrower (on behalf time of itself and delivery of the other Loan Parties) shall annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent a certificate of a Financial 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 Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06. (c) Maintain, at its own cost and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filingsexpense, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings such complete and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above accurate records with respect to the extent necessary Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to protect those in which such Grantor is engaged, but in any event to include accounting records in accordance with such practices indicating all payments and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein proceeds received with respect to any continuation statements part of the Article 9 Collateral, and, at such time or times as the Administrative Agent may reasonably request, promptly to be filed within such period)prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Administrative Agent showing the identity, amount and location of any and all Article 9 Collateral.

Appears in 1 contract

Sources: Credit Agreement (Clearlake Capital Partners, LLC)

Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s 's legal name, as reflected in its organization documents, (ii) in the location of any Loan Party’s chief executive office 's jurisdiction of organization or corporate structure and (iii) in any Loan Party’s 's identity, Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction of its organization. The Borrower also agrees promptly to provide to the Administrative Agent certified organizational documents reflecting any of the changes described in the preceding sentence. The Borrower agrees not to effect or permit any change referred to in the preceding sentence sentences unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf Agent, for the benefit of the Secured Parties) Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Borrower also agrees promptly to notify the Administrative Agent, for the benefit of the Lenders, if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate on behalf of the Borrower of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate (other than that information required in item 4 of the Perfection Certificate as of the Effective Date or in item 10 of the Perfection Certificate) or confirming that there has been no change in such information since the later of the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (Healthsouth Corp)

Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Facility Agent prompt written notice of any change (i) in any Loan Credit Party’s legal name, as reflected in its organization documents, (ii) in the location of any Loan Credit Party’s chief executive office jurisdiction of organization or corporate or other organizational structure and (iii) in any Loan Credit Party’s identity, Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction of its organization. The Borrower Company also agrees to promptly provide to the Facility Agent certified organizational documents reflecting any of the changes described in the preceding sentence. The Company agrees not to effect or permit any change referred to in the preceding sentence unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. (b) Each year, within 90 days after at the end time of each delivery of annual financial statements with respect to the preceding fiscal year of the Borrowerpursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) Company shall deliver to the Administrative Facility Agent a certificate of a Financial Officer of the Borrower Company (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing US Tranche Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents Credit Support Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation or similar statements to be filed within such period).

Appears in 1 contract

Sources: Credit Agreement (Laureate Education, 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 legal name, as reflected in its organization documents, (ii) in the location of any Loan Party’s chief executive office jurisdiction of organization or corporate structure and (iii) in any Loan Party’s identity, Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction of its organization. The Borrower also agrees promptly to provide to the Administrative Agent certified organizational documents reflecting any of the changes described in the preceding sentence. The Borrower agrees not to effect or permit any change referred to in the preceding sentence sentences unless written notice has been delivered to the Collateral Agent, together with all applicable information to enable the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent (on behalf Agent, for the benefit of the Secured Parties) Lenders, to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Borrower also agrees promptly to notify the Administrative Agent, for the benefit of the Lenders, if any material portion of the Collateral is damaged or destroyed. (b) Each year, within 90 days after at the end time of each fiscal year delivery of annual financial statements with respect to the Borrowerpreceding Fiscal Year pursuant to Section 5.01(a), the Borrower (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate on behalf of the Borrower of a Financial Officer of the Borrower (i) setting forth the information required pursuant to the Perfection Certificate (other than that information required in item 4 of the Perfection Certificate as of the Effective Date or in item 10 of the Perfection Certificate) or confirming that there has been no change in such information since the later of the date of the Perfection Certificate delivered on the Closing Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period)Section.

Appears in 1 contract

Sources: Credit Agreement (Healthsouth Corp)