Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (a) 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 registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which 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.

Appears in 2 contracts

Samples: Credit Agreement (SGS International, Inc.), Credit Agreement (Southern Graphic Systems, Inc.)

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Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or Borrowing Base Certificate, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to Inventory in transit from a supplier or vendor to a permitted location or between permitted locations or Inventory in transit to a customer, nor shall it prohibit the Loan Parties from maintaining Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a Borrowing Base Certificate), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Funding Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in 163 connection therewith as any the Collateral Agent or Administrative the Funding Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each The Loan Parties shall not permit more than $10 million in the aggregate of their Inventory to be located at any location not listed on Schedule 3.24 (other than Inventory in transit), as updated from time to time in any Perfection Certificate Supplement or Borrowing Base Certificate. For the purposes of the Regulation, (i) no U.K. Loan Party also agrees to promptly notify shall change its centre of main interest (as that term is used in Article 3(1) of the Collateral Agents Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction, (iii) nor shall nor shall any Swiss Loan Party change its centre of main interest from Switzerland, nor shall any Swiss Loan Party have an “establishment” in the location any other jurisdiction, (iv) nor shall German Seller change its centre 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 Agreementmain interest from Germany.

Appears in 2 contracts

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

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (vii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 2 contracts

Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of any Loan Party’s chief executive office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to a Landlord Access Agreementthe limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed.

Appears in 2 contracts

Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not effect The Borrower will furnish to the Administrative Agent and the Collateral Trustee prompt written notice of any change (i) in corporate name of the Parent, the Borrower or any Loan Party’s legal nameSubsidiary or in any trade name used to identify any such Person in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s the chief executive office of the Parent, the Borrower or registered officeany Subsidiary, as appropriateits principal place of business or any asset constituting Collateral (other than the installation of any asset constituting Collateral in a jurisdiction in which all Uniform Commercial Code financing statements (including fixture filings, if applicable) and other appropriate filings, recordings or registrations (other than mortgages or similar instruments in respect of real property) containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in such jurisdiction to the extent necessary to perfect the security interests under the Security Documents), (iii) in the identity, jurisdiction of organization or corporate structure of the Parent, the Borrower or any Loan Party’s identity or organizational structureSubsidiary, (iv) in any Loan Party’s the Federal Taxpayer Identification NumberNumber of the Parent, business identification numberthe Borrower or any Subsidiary, organizational identification number or registered office, as appropriate, or (v) in the name and location of any Person other than a Loan Party that has acquired possession of any material portion of the Collateral; (vi) in the bank accounts, securities accounts, or similar accounts maintained by a Loan Party; or (vii) resulting from the creation or acquisition of any Subsidiary by any Loan Party’s jurisdiction of organization (in each case, including by merging with . The Borrower agrees not to effect or into permit any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed change referred to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentencesentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (except for items of Collateral released from Liens in favor of the Collateral Trustee as permitted by Section 6.02(iv)(E)). Each Loan Party also The Administrative Agent may, and at the request of any Lender the Administrative Agent shall, periodically request that the Borrower update the information provided above and the Borrower agrees to provide such update promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of after any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreementrequest.

Appears in 2 contracts

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

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, (ii) in the location certificate of any Loan Party’s chief executive office formation or registered officeother relevant organizational documents, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which material portions of Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the applicable Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to a Landlord Access Agreementthe limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of the Collateral is damaged or destroyed.

Appears in 2 contracts

Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) 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 registered office, as appropriateprincipal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless all filings, publications and registrations have been made under the Uniform Commercial CodeUCC or other Applicable Law that are required in order for the AdministrativeCollateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest or secondwith the priority security interest, as applicablerequired by the Intercreditor Agreements (Asubject only to Permitted Liens having priority by operationg of Applicable Law) it shall have given in all the Collateral Agents for its own benefit and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicableParties. Each Loan Party agrees to promptly provide the Collateral Agents Agent with certified Organizational Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents 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 in excess of $100,000 in value is located (including the establishment of any such new office or facility). The Prior to the Discharge of ABL Obligations and solely in the case of any Collateral constituting ABL Priority Collateral, the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than changes in location with respect to a Mortgaged the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property or a leased property subject to a Landlord Access Agreementafter the Springing Covenant Trigger Date.

Appears in 2 contracts

Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of any Loan Party’s chief executive office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any 118 Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the applicable Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to a Landlord Access Agreementthe limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the applicable Collateral Trustee if any material portion of the Collateral is damaged or destroyed.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any Loan Party’s event within thirty (30) days thereof) written notice of any change in (A) the legal name, (ii) in the location name of any Loan Party’s , as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office or registered office, as appropriate, (iii) in of any Loan Party’s identity Party or (D) the organizational structureidentification number, (iv) in any Loan Party’s if any, and the Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Number of such Loan Party’s jurisdiction of organization (, in each case, including by merging only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or into permit any other entitychange referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, reorganizing, dissolving, liquidating, reorganizing legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or organizing in any other jurisdiction), until destroyed. (ii) If (A) it shall have given any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Agents and Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agents not less than 30 days’ prior written notice Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the form case of an Officers’ Certificateclause (B), within ninety (90) days (or such lesser notice longer period agreed 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 Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause (A), all to the extent required by the Collateral AgentsDocuments. It is understood and agreed that, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which 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.notwithstanding

Appears in 1 contract

Samples: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of except during any Loan Party’s chief executive Collateral Release Period, any office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Landlord Access AgreementCollateral Release Period.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not effect Issuer will furnish to Collateral Agent prior written notice of any change (i) in any Loan Note Party’s legal corporate name, (ii) in the location of any Loan Note Party’s chief executive office identity or registered officecorporate structure, as appropriate, or (iii) in any Loan Note Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business federal taxpayer identification number. Each Note Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC, organizational identification number or registered officeintellectual property filings (including Intellectual Property Security Agreements to be filed with the U.S. Copyright Office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into the U.S. Patent and Trademark Office and any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other equivalent and relevant foreign office of competent jurisdiction), until or otherwise that are required (Asubject to Legal Reservations and Perfection Requirements) it shall in order for Collateral Agent to continue at all times following such change to have given a valid, legal and perfected security interest in all the Collateral Agents and for the Administrative Agents not less than 30 days’ prior written notice Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Collateral Documents. Concurrently with the delivery of the financial statements referred to in Section 5.1(b), Issuer shall attach to the Compliance Certificate required to be then delivered by Section 5.1(d) a report supplementing the Schedules to the Security Agreement. Each Note Party (a) also agrees promptly to notify Collateral Agent if any portion or value of the Collateral (including any Intellectual Property) is at risk, canceled, terminated, rejected, expired, lapsed, damaged or destroyed or the commencement of any action or proceeding relating to any Collateral including for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Insurance/Condemnation Proceeds of any such event (whether in the form of an Officers’ Certificate)insurance proceeds, condemnation awards or such lesser notice period agreed to by otherwise) are collected and applied in accordance with the Collateral Agents, applicable provisions of this Agreement and the Note Documents. In or the event that any Person owns more than five percent (5%) of the Equity Interests of any Note Party or any of its intention so to doSubsidiaries, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it Note Party shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with notice thereof and promptly provide the Agents and the Purchasers with certified Organizational Documents reflecting any all documentation and other information, including a duly executed W-9 tax form (or such other applicable IRS tax form) of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books such Persons, required by such institution or records relating to Collateral owned by it or any office or facility at which Collateral is located (its bank regulatory authorities under applicable economic sanctions laws, “know your customer” and other terrorism, counter-terrorism and anti-money laundering rules and regulations, including the 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.PATRIOT Act and the United States Executive Order No. 13224 on Terrorist Financing;

Appears in 1 contract

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

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) [intentionally omitted], (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (vii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of any Loan Party’s chief executive office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to a Landlord Access Agreement.the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor 967770.02F-CHISR1034077.05-CHISR01A - MSW 177 shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) [intentionally omitted]nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the 972172.01-CHISR01A - MSW Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) [intentionally omitted], (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (vii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect The Parent Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or structure, (iv) in any Loan Party’s jurisdiction of organization or (v) in any Loan Party’s Federal Taxpayer Identification Number. The Parent 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. Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, Holdings (on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a Financial Officer of Holdings (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 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 changes in location 18 months after the date of such certificate (except as noted therein with respect to a Mortgaged Property or a leased property subject any continuation statements to a Landlord Access Agreementbe filed within such period).

Appears in 1 contract

Samples: Credit Agreement (Trimas Corp)

Information Regarding Collateral. (a) 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 registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered officeif any (except as may be required by applicable Legal Requirements, as appropriatein which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 days10 Business Days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Agent to maintain the validity, enforceability, perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agents Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agents 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) Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement.

Appears in 1 contract

Samples: Credit Agreement (PHC Inc /Ma/)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) 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, (iiB) in the location of any Loan Party’s 's chief executive office or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party's identity or corporate structure or (D) in any Loan Party's Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary to any person other than changes the Company or another Subsidiary; (iv) any liquidation or dissolution after the Closing Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 10 days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property valid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or a leased property subject to a Landlord Access Agreementdestroyed.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) 185 nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect No later than the date on which the Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of except during any Loan Party’s chief executive Collateral Release Period, any office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of the greatest of (x) $250,000,000, (y) 1.0% of Total Assets and (z) 8.0% of Consolidated Cash Flow for the most recently ended Test Period, the Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than changes in location to during a Mortgaged Property or a leased property subject to a Landlord Access AgreementCollateral Release Period.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) 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 registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number (or equivalent identification in any other jurisdiction) or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 days’ prior written notice (in the form of an Officers’ Officer’s Certificate), or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents 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 Agents 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. Prior to the Discharge of First Lien Obligations, Holdings and Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the First Lien Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Thompson Creek Metals CO Inc.)

Information Regarding Collateral. (a) Not effect The Lead Borrower will furnish to the Agents prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Agents with at least ten (10) days prior written notice of the date that any such event shall occur): (i) in any Loan Party’s legal nameBorrower's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s Borrower's chief executive office or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s Borrower's identity or organizational corporate structure, (iv) in the Canadian Borrower's or any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) of its Subsidiaries' jurisdictions of operation including an change in any Loan Party’s jurisdiction of organization (in each case, including by merging with office or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office store in which it maintains books or records relating to Collateral owned by it or any office office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or location from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the delivery of the financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Agents' Lien would not be perfected therein without additional filings or registrations, or (v) in any Borrower's jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Borrower's Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Agents prompt written notice of any such change not later than ten (10) days from the date such Borrower has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Agents if any material portion of the Collateral is damaged or destroyed. In addition, the Lead Borrower will furnish to the Agents written notice at the end of each fiscal quarter of any change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Circuit City Stores Inc)

Information Regarding Collateral. Except in connection with a transaction permitted by SECTION 6.03 in which a Loan Party is the surviving Person, the Borrower will furnish to the Agents at least thirty (30) days’ (or such shorter period as to which the Administrative Agent may agree in its sole discretion) priorprompt written notice of any change in: (a) Not effect any change (i) in any Loan Party’s legal name, name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (iib) in the location of any Loan Party’s chief executive office or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral located in Canada owned by it or any office or facility at which Collateral located in Canada owned by it is located (including the establishment of any such new office or facility), ; provided that any such notice with respect to the opening or closing of any retail store (other than changes the opening of any retail store in location Canada in any province or territory where the Collateral Agent’s Liens are not then perfected) shall be provided to the Agents solely upon request of the Administrative Agent; (c) 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 Loan Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings, publications and registrations, have been made under the Uniform Commercial Code, PPSA or other Applicable Law that are required in order for the Agents toafter giving effect thereto, the Agents continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected first priority (subject only to Permitted Encumbrances having priority by operation of Applicable Law and, with respect to Term Priority Collateral but subject to a Landlord Access Agreement.the Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent with respect thereto, Liens securing the Loan Parties’ obligations under the Term Loan Documents and Liens permitted under clauses (h), (m), (p), (r) and (z) of the definition of “Permitted Encumbrances”) security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties. 100

Appears in 1 contract

Samples: Credit Agreement (Pier 1 Imports Inc/De)

Information Regarding Collateral. The Issuer and each Guarantor shall give the Collateral Agent and the Trustee written notice promptly (aand in any event within ten Business Days) Not effect of any change (i) in the legal name of any Loan Party’s legal nameIssuer or Guarantor, (ii) in the location of any Loan Party’s the chief executive office of any Issuer or registered office, as appropriateGuarantor, (iii) in any Loan Party’s identity or organizational structurestructure of any Issuer or Guarantor, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number if any, of any Issuer or registered office, as appropriate, Guarantor or (v) in any Loan Party’s the jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), any Issuer or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicableGuarantor. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Issuer and each Guarantor also agrees to promptly notify the Collateral Agents Agent of any change in the new location of any office in which it maintains books or records relating to Collateral with a fair market value, individually or in the aggregate, in excess of $2 million owned by it or any new office or facility at which Collateral with a fair market value, individually or in the aggregate, in excess of $2 million is located located. If any Person asserts any Lien, encumbrance or adverse claim against any investment property that forms part of the Collateral (including other than pursuant to the establishment Security Agreements or clauses (1) or (5) of the definition of Permitted Liens), the Company will promptly notify the Collateral Agent. The Company will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Equity Interests with a fair market value in excess of $1.0 million that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or securities accounts with a fair market value in excess of $1.0 million that are Collateral. In each case referred to in this Section 4.26, each Issuer and each Guarantor shall make such new office or facility), other than changes filings and take such action as shall be necessary to perfect and continue the perfection of the security interest in location the Collateral in favor of the Collateral Agent on behalf of the Holders of the Notes and the Collateral Agent and the Trustee shall have no obligation to a Mortgaged Property or a leased property subject to a Landlord Access Agreementdo so.

Appears in 1 contract

Samples: Indenture (Johnstone Tank Trucking Ltd.)

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Information Regarding Collateral. (a) 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 registered office, as appropriateprincipal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall unless all filings, publications and registrations have given been made under the UCC or other Applicable Law that are required in order for the Collateral Agents Agent to continue at all times following such change to have a valid, legal and perfected security interest with the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to priority required by the Collateral Agents, Intercreditor Agreement (subject only to Permitted Liens having priority by operation of its intention so to do, clearly describing such change and providing such other information Applicable Law) in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection for its own benefit and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicableParties. Each Loan Party agrees to promptly provide the Collateral Agents Agent with certified Organizational Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents 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 in excess of $100,000 in value is located (including the establishment of any such new office or facility). Prior to the Discharge of ABL Obligations and solely in the case of any Collateral constituting ABL Priority Collateral (which excludes, other than changes for the avoidance of doubt, the Canadian Pledge, the Xxxxxxxx Collateral and all Real Property), the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.12 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.12 with respect to the ABL Credit Agreement Obligations in location to a Mortgaged Property or a leased property subject to a Landlord Access the ABL Credit Agreement.

Appears in 1 contract

Samples: Possession Credit Agreement (Toys R Us Inc)

Information Regarding Collateral. (a) Not The Borrower and each Parent Company shall, and shall cause each Loan Party to, 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 registered office, as appropriatelegal domicile, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 10 days’ prior written notice (in the form of an Officers’ Certificate)notice, or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory requested by the Collateral Agent to maintain (to the Collateral Agents to maintain extent provided in the applicable Security Document) the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents Agent with certified Organizational Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents 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 in excess of $1.0 million in value 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. Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 6.15 with respect to the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.15 with respect to the First Lien Term Obligations in the First Lien Credit Agreement.

Appears in 1 contract

Samples: Second Lien Term Credit Agreement (Foamex International Inc)

Information Regarding Collateral. (a) Not effect No later than the date on which the Borrower delivers an Officer’s Certificate pursuant to Section 5.04(c)(ii) for the relevant period, furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of except during any Loan Party’s chief executive Collateral Release Period, any office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility) (it being understood and agreed that with respect to any such office or facility at which is located any Collateral with a Fair Market Value in excess of (x) prior to the Jetson Acquisition Closing Date, the greater of $225,000,000 and 0.70% of Total Assets and (y) on and after the Jetson Acquisition Closing Date, to the extent it occurs, the greater of $246,500,000 and 0.70% of Total Assets, the Borrower shall provide prompt notice thereof to the Administrative Agent, the Collateral Agent and the Collateral Trustee), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than changes in location to during a Mortgaged Property or a leased property subject to a Landlord Access AgreementCollateral Release Period.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. 3. Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (ai) Not effect any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant organizational documents, (iiB) in the location of except during any Loan Party’s chief executive Collateral Release Period, any office or registered office, as appropriate, facility (iii) in other than any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in Agent, the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority Trustee) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is are located (including the establishment of any such new office or facility), (C) in any Loan Party’s corporate structure or (D) except during any Collateral Release Period, in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary; and (iv) any Subsidiary that is an Excluded Subsidiary as of the Closing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Except during a Collateral Release Period, the Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or destroyed, other than during a Landlord Access AgreementCollateral Release Period.

Appears in 1 contract

Samples: Fourth Amendment (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not Each U.S. Loan Party will not effect any change (i) in any such U.S. Loan Party’s 's legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any such U.S. 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 registered office, as appropriatefacility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any such U.S. Loan Party’s 's identity or organizational corporate structure, (iv) in any such U.S. Loan Party’s 's Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, Number or (v) in any such U.S. Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agents Agent and the Administrative Agents Applicable Agent not less than 30 days' prior written notice (in the form of an Officers’ Certificateofficers' certificate), or such lesser notice period agreed to by the applicable Collateral AgentsAgent (it being understood that ten (10) days' prior written notice is acceptable to the U.S. Collateral Agent in the case of the anticipated move from U.S. Borrower's Denver warehouse facility to another facility or facilities owned or leased by a Loan Party on the Closing Date or the temporary relocation of inventory to mitigate potential shipping shortages and risks associated with the implementation of the SAP system software), of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the applicable Collateral Agent or Administrative the Applicable Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the applicable Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the applicable Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees promptly to promptly notify the Collateral Agents if any material portion 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 damaged or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreementdestroyed.

Appears in 1 contract

Samples: Credit Agreement (Samsonite Corp/Fl)

Information Regarding Collateral. (a) Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office or registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structureform, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered officeif any, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing liquidating or organizing in any other jurisdiction)jurisdiction unless the surviving entity of any such transaction is another Loan Party or except in a transaction otherwise permitted hereunder) or (vi) open or change the location of any Controlled Deposit Account, Controlled Securities Account, Deposit Account or securities account, in each case, that is not an Excluded Account, until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 ten days’ prior written notice (or such shorter period as the Administrative Agent shall agree) (in the form of an Officers’ Certificatecertificate of a Responsible Officer of the Loan Party), or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or Administrative Agent may reasonably request request; and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the CollateralCollateral as first priority Liens pursuant to the applicable requirements of the Loan Documents and applicable Requirements of Law, subject only to Permitted Senior Liens, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents Agent with certified Organizational Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents Agent of any change in the location of any office in which it maintains books or records relating to Collateral with a value in excess of $1,000,000 owned by it or any office or facility at which Collateral 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 that is subject to a Landlord Access AgreementMortgage.

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Not effect The Lead Borrower will furnish to the Administrative Agent prompt written notice of any change of the following (except that with respect to the events described in clauses (i), (iii) and (iv), the Lead Borrower shall provide the Administrative Agent with at least ten (10) days prior written notice of the date that any such event shall occur): (i) in any 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 or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational corporate structure, (iv) in the Canadian Borrower’s or any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) of its Subsidiaries’ jurisdictions of operation including an change in any Loan Party’s jurisdiction of organization (in each case, including by merging with office or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office store in which it maintains books or records relating to Collateral owned by it or any office office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or location from which Accounts are invoiced or paid, provided that such information shall be required to be furnished only quarterly with the delivery of the financial statements required pursuant to Section 5.01 hereof except for notices of jurisdictions, provinces and locations in which the Canadian Borrower was not previously operating if the Collateral Agent’s Lien would not be perfected therein without additional filings or registrations, or (v) in any Loan Party’s jurisdiction of incorporation, Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization. Notwithstanding the foregoing, if any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of organization is changed by the applicable Governmental Authority, Lead Borrower will furnish to the Administrative Agent prompt written notice of any such change not later than ten (10) days from the date such Loan Party has been notified by such Governmental Authority of such change. The Lead Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. In addition, the Lead Borrower will furnish to the Administrative Agent written notice at the end of each fiscal quarter of any change in any office or store in which it maintains books or records relating to Collateral owned by it or any office, store or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Circuit City Stores Inc)

Information Regarding Collateral. The Borrower represents and warrants as of the Closing Date and covenants that: (a) Not effect any change (i) in any Loan Party’s each exact legal name, type of organization, jurisdiction of formation and chief executive office of the Borrower and each other Person providing Collateral pursuant to the Pledge Agreement (iieach, a “Grantor”) at the Closing Date, (b) the exact U.S. taxpayer identification number and organizational identification number of each Grantor at the Closing Date, (c) each exact legal name, type of organization, jurisdiction of formation, and chief executive office of each Direct Foreign Subsidiary that is a Significant Subsidiary at the Closing Date, (d) each exact legal name of each Person owning Subsidiary Securities of any such Direct Foreign Subsidiaries and the number and class of any such Subsidiary Securities owned by such Person, and (e) each exact legal name of each Subsidiary and an indication of whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary, Direct Foreign Subsidiary or Significant Subsidiary, are specified on Schedule 4.03, as subsection (e) of Schedule 4.03 shall be updated annually in accordance with Section 7.02(b). The Borrower further covenants that it shall not change, and shall not permit any other Grantor or any Direct Foreign Subsidiary that is a Significant Subsidiary to change, its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), the location of any Loan Party’s its chief executive office or registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior except upon giving written notice (in prior to or immediately following such change) to the form of an Officers’ Certificate), Administrative Agent and the Collateral Agent and (prior to such change or immediately following such change) taking or causing to be taken all such action at Borrower’s or such lesser notice period agreed to other Grantor’s expense as may be required by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents applicable Law to maintain the perfection and priority of the security interest Lien of the applicable Collateral Agent for in all Collateral. Without limiting the benefit generality of the applicable Secured Parties in foregoing, the CollateralBorrower covenants that it shall, and shall cause each Grantor to, (prior to such change or, if applicable. Each Loan Party agrees to promptly provide later, immediately upon request) take all such action at Borrower’s or such other Grantor’s expense as may be reasonably requested by the Collateral Agents with certified Organizational Documents reflecting any Agent or the Administrative Agent to perfect or maintain the perfection of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify Lien of the Collateral Agents of any change Agent 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 AgreementCollateral.

Appears in 1 contract

Samples: Credit Agreement (Tech Data Corp)

Information Regarding Collateral. (i) Each of the Borrower and the Guarantor shall, and the Guarantor shall cause its Restricted Subsidiaries to, furnish to the Administrative Agent prompt written notice of any change (a) Not effect in the Borrower's, the Guarantor's or any change (i) of the Guarantor's Restricted Subsidiaries' corporate name or in any Loan Party’s legal nametrade name used to identify any of them in the conduct of its business or in the ownership of its properties, (iib) in the location of any Loan Party’s chief executive office the Borrower's, the Guarantor's or registered office, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents Guarantor's Restricted Subsidiaries' chief executive office, their principal place of any change in the location of business, any office in which it maintains they maintain books or records relating to Collateral owned by it them or any office or facility at which Collateral owned by any of them is located (including the establishment of any such new office or facility), other than changes (c) in location the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiaries' identity or corporate structure or (d) in the Borrower's, the Guarantor's or any of the Guarantor's Restricted Subsidiaries' Federal Taxpayer Identification Numbers. The Borrower, the Guarantor, and each of the Guarantor's Restricted Subsidiaries agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a Mortgaged Property valid, legal and perfected security interest in all the Collateral. The Borrower, the Guarantor, and each of the Guarantor's Restricted Subsidiaries also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or a leased property subject to a Landlord Access Agreementdestroyed.

Appears in 1 contract

Samples: McMoran Exploration Co /De/

Information Regarding Collateral. (a) Not effect The Borrower will 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 or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.04, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that all Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction necessary to perfect, and an opinion of counsel (which may be rendered by the chief legal officer of the Borrower) that such filings or recordings are sufficient to perfect, the security interests under the Collateral Documents (other than changes in location respect of Collateral as to which the sole method of perfection is possession) for a Mortgaged Property or a leased property subject period of not less than 18 months after the date of such certificate and opinion (except as noted therein with respect to a Landlord Access Agreementany continuation statements to be filed within such period).

Appears in 1 contract

Samples: Pledge Agreement (Metris Companies Inc)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, the Collateral Agent and the Collateral Trustee prompt written notice of (i) any change (iA) 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, (iiB) in the location of any Loan Party’s chief executive office or registered office, as appropriateits principal place of business, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s identity or corporate structure or (D) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Restatement Date of any Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Restatement Date of any Equity Interests of any Subsidiary to any Person other than changes the Company or another Subsidiary; (iv) any liquidation or dissolution after the Restatement Date of any Subsidiary; and (v) any Subsidiary that is an Excluded Subsidiary as of the Restatement Date or at any time thereafter ceasing to be an Excluded Subsidiary. Each Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 10 days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a Mortgaged Property valid, legal and perfected security interest in all the Collateral (other than any Excluded Perfection Assets). Each Borrower also agrees promptly to notify each of the Administrative Agent, the Collateral Agent and the Collateral Trustee if any material portion of the Collateral is damaged or a leased property subject to a Landlord Access Agreementdestroyed.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) Not effect Furnish to each of the Administrative Agent and the Collateral Agent prompt written notice of (i) any change (i) in any Loan Party’s legal name, (iiA) in the location Borrower’s corporate name as set forth in its certificate of any Loan Party’s chief executive office incorporation, certificate of formation or registered officeother relevant organizational documents, as appropriate, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business identification number, organizational identification number or registered office, as appropriate, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to any office or facility (other than any location within the control of the Administrative Agent or the Collateral Agents to maintain the perfection and priority Agent) at which material portions of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agents with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), (C) in the Borrower’s corporate structure or (D) in the Borrower’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary; and (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Closing Date of any Equity Interests of any Subsidiary of the Borrower or the Company that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary of the Borrower or the Company. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence unless a reasonable period has been provided (such period to be at least 3 Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a Mortgaged Property or a leased property valid, legal and perfected (subject to a Landlord Access Agreementthe limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Information Regarding Collateral. (a) 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 registered office, as appropriate, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 20 days' prior written notice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral AgentsAgent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agents 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 Agents 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.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) Not effect Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Trustee prompt written notice of (i) any change (iA) in any Loan Party’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Organizational Documents, (iiB) any change in the location of any Loan Party’s chief executive office or registered office, as appropriateof a Loan Party, (iiiC) in any Loan Party’s identity corporate structure or organizational structure, (ivD) in any Loan Party’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Closing Date of any Subsidiary that is not an Excluded Subsidiary; (iii) any sale, business identification numbertransfer, organizational identification number lease, issuance or registered officeother disposition (by way of merger, as appropriateconsolidation, operation of law or (votherwise) in after the Closing Date of any Loan Party’s jurisdiction Equity Interests of organization (in each case, including by merging with any Subsidiary that is not an Excluded Subsidiary to any Person other than the Borrower or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent may reasonably request a Restricted Subsidiary; and (Biv) it shall have taken all action reasonably satisfactory to the Collateral Agents to maintain the perfection and priority any Subsidiary that is an Excluded Subsidiary as of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicableClosing Date or at any time thereafter ceasing to be an Excluded Subsidiary. Each Loan Party The Borrower agrees not to promptly provide the Collateral Agents with certified Organizational Documents reflecting effect or permit any of the changes described change referred to in the preceding sentencesentence unless a reasonable period has been provided (such period to be at least three Business Days) for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Trustee to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). Each Loan Party The Borrower also agrees promptly to promptly notify each of the Administrative Agent, and the Collateral Agents Trustee if any material portion 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 damaged or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.destroyed. 108 US-DOCS\104110541.24

Appears in 1 contract

Samples: Guarantee and Collateral Agreement

Information Regarding Collateral. (a) Not No Borrower Party shall effect any change (i) in any Loan Party’s Borrower Party legal name, (ii) in the location of any Loan Borrower Party’s chief executive office or registered office, as appropriate, (iii) in any Loan Borrower Party’s identity or organizational structure, (iv) in any Loan Borrower Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Borrower Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents and the Administrative Agents Lender not less than 30 10 days’ prior written notice (in the form of an Officers’ Certificatecertificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Collateral AgentsLender, of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Collateral Agent or Administrative Agent the Lender may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agents Lender to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties Lender in the Collateral, if applicable. Each Loan Borrower Party agrees to promptly provide the Collateral Agents Lender with certified Organizational Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Loan Borrower Party also agrees to promptly notify the Collateral Agents Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of [*****] is located (including the establishment of any such new office or facility), other than (a) changes in location to a Mortgaged Property mortgaged property, (b) Collateral which is in-transit or a leased property subject to a Landlord Access Agreementin the possession of employees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.

Appears in 1 contract

Samples: Security Agreement (Raptor Pharmaceutical Corp)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any 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 registered officefacility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as appropriateto which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number, business Number or organizational identification number, organizational identification number or registered office, as appropriateif any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agents Agent and the Administrative Agents Agent not less than 30 daysten (10) Business Days’ prior written notice (in the form of an Officers’ Certificate)) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agents, of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as any the Collateral Agent or the Administrative 146 Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agents Agent to maintain the perfection and priority of the security interest of the applicable Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agents Agent, upon request therefor, with certified Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agents purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (vii) other than as provided in paragraph (ii) above, no Guarantor (to a Mortgaged Property or a leased property the extent such Guarantor is subject to the Regulation) shall have a Landlord Access Agreementcentre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Security Agreement (Novelis Inc.)

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