Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Federal Taxpayer Identification Number of any Loan Party. The Borrower shall not 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 shall promptly 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 Section 6.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)
Information Regarding Collateral. (a) The Borrower a. Except as disclosed on Schedule 5.13, no Loan Party will furnish to the Administrative Agent prompt written notice of effect any change in (i) the legal name of in any Loan Party’s legal name, (ii) the jurisdiction of organization of in any Loan Party’s identity or organizational structure, (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the ’s Federal Taxpayer Identification Number of or organizational identification number, if any, or (iv) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention to do so, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request, and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Borrower shall not effect or permit Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedsentence.
(b) Each year, at b. Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement (provided that in the case that there has been no change in the information provided or required to be provided under the Perfection Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement, then delivery of such Perfection Certificate Supplement shall not be required) and a certificate of a Financial Officer of Borrower certifying that the Borrower, (i) setting Perfection Certificate Supplement sets forth any changes to the information provided or required pursuant to Sections 1, 2, 4, 5 and 6 be provided under the Perfection Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement or confirming that there has been no change in to such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreementlatest Perfection Certificate Supplement.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International Holding Corp.)
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity in any Loan Party’s Federal Taxpayer Identification Number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent thirty (30) days’ prior written notice and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 47, 5 8, 11, 12, 13, 14, 15, 16, 17 and 6 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 2 contracts
Sources: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in changes as required by the Collateral Agreement (i) in any Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iviii) the identity in any Loan Party’s identity, jurisdiction of incorporation or organization, or corporate or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (viv) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s Organization Identification Number. The Borrower shall 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 shall 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 2 contracts
Sources: Credit Agreement (Afc Enterprises Inc), Credit Agreement (Afc Enterprises Inc)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice (which shall in any event be provided by the earlier of (x) 30 days after such change and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in (i) the legal name of any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (ii) any change in the jurisdiction of incorporation or organization of any Loan Party, (iii) any change in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or and (viv) the any change in any Loan Party’s organizational identification number or Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of any Loan Partya Uniform Commercial Code financing statement. The Borrower shall not effect Upon request, the Company agrees to deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if Collateral following any material portion of the Collateral is damaged or destroyedsuch change.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower Company shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of the BorrowerCompany, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and 5.03 (ii) certifying that or, prior to the Loan Parties are in compliance with all first delivery of a Supplemental Perfection Certificate, from the terms of Perfection Certificate delivered on the Security AgreementClosing Date).
Appears in 2 contracts
Sources: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Information Regarding Collateral. (a) The Each of Holdco and Borrower will shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s corporate structure, (iv) the identity in any Loan Party’s Federal Taxpayer Identification Number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, dissolving. The liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent prior written notice of any such change and (ii) prior to or concurrently with such change, all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected First Priority security interest interests in all the Collateral. The Each of Holdco and Borrower shall, and shall cause each other Loan Party to, promptly notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of each delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 6.01(a5.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower, Borrower (i) setting forth updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the names or locations of any Loan Party or (C) any other information required pursuant reasonably requested by the Administrative Agent with respect to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of last such certificate (or, if no such certificate has previously been delivered, since the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementClosing Date).
Appears in 2 contracts
Sources: First Lien Credit Agreement (Emdeon Inc.), First Lien Credit Agreement (Emdeon Inc.)
Information Regarding Collateral. (a) The Holdings and the Borrower will furnish to the Administrative Agent Agent, prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or (viv) the in any Loan Party’s organizational identification number or number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of any such Loan Party. The Holdings and the Borrower shall 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 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 shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), Holdings and the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and (ii) certifying that or, prior to the Loan Parties are in compliance with all first delivery of a Supplemental Perfection Certificate, from the terms of Perfection Certificate delivered on the Security AgreementEffective Date).
Appears in 2 contracts
Sources: Credit Agreement (Affinia Group Intermediate Holdings Inc.), Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Information Regarding Collateral. The Company agrees promptly (aand in any event no later than the earlier of (x) The Borrower will 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i)(i) furnish to the Administrative Collateral Agent prompt written notice of any change (A)(A) in any Loan Party’sParty’s corporate name, (iB)(B) the legal name in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the ’s Federal Taxpayer Identification Number of or state organizational identification number and (ii)and (ii) with respect to any U.S. Loan Party. The Borrower shall not effect or permit any change referred to in the preceding sentence unless , make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the CollateralCollateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji )(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji ) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji ) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Borrower shall Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreement.
Appears in 2 contracts
Sources: Refinancing Amendment (Hologic Inc), Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (Hologic Inc)
Information Regarding Collateral. The Company agrees promptly (aand in any event no later than the earlier of (x) The Borrower will 30 days after such change and (y) if applicable, 10 days prior to the date on which the perfection of the Liens under the Collateral Documents would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) to (i)
(i) furnish to the Administrative Collateral Agent prompt written notice of any change (A)(A) in any Loan Party’sParty’s corporate name, (iB)(B) the legal name in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or (D) in any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the ’s Federal Taxpayer Identification Number of or state organizational identification number and (ii)and (ii) with respect to any U.S. Loan Party. The Borrower shall not effect or permit any change referred to in the preceding sentence unless , make all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all material respects in all the CollateralCollateral as contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Borrower shall Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed.
. 187 (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(ak), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreement.
Appears in 1 contract
Sources: Refinancing Amendment (Hologic Inc)
Information Regarding Collateral. (a) The Borrower --------------------------------- will furnish to the Administrative Agent prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or legal structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall 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 121 continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) The Each of the Parent Guarantor and the Borrower will, and will cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s corporate structure, (iv) the identity in any Loan Party’s federal taxpayer identification number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Each of the Parent Guarantor and the Borrower shall will not, and will not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent written notice not later than ten (10) days after any such change and (ii) all filings have been made under the applicable Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral. The Each of the Parent Guarantor and the Borrower shall will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 6.01(a7.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the BorrowerBorrower updating, to the extent necessary, to reflect (i) setting forth the information required pursuant to Sections 1list of owned and leased Real Property, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that any changes to the names or locations of any Loan Parties are in compliance Party or (iii) any other information reasonably requested by the Administrative Agent with all of respect to the terms of the Security AgreementCollateral.
Appears in 1 contract
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period as Agent may agree) prior written notice of any change in in: (i) the any Obligor's legal name of any Loan Party, name; (ii) the jurisdiction of organization location of any Loan Party, (iii) the location of the Obligor’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility, but excluding in-transit Collateral, Collateral out for repair, and Collateral temporarily stored at a customer's location in connection with the providing of services to such customer), ; (iii) any Obligor’s organizational structure or jurisdiction of incorporation or formation; or (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of any Loan Partyorganization. The Borrower Obligors shall not effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 Agent under the Uniform Commercial Code UCC or otherwise that are is required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral. The Borrower shall promptly notify Collateral (subject to Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date.
(b) Each yearFrom time to time as may be reasonably requested by Agent, at the time of delivery of annual financial statements Borrower Agent shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the preceding fiscal year pursuant Closing Date that is required to Section 6.01(abe set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Borrower shall deliver Secured Parties’ consent to the Administrative Agent a certificate matters reflected in such updated Schedules or revised representations nor permit the Obligors to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a Financial Officer representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Secured Parties’ waiver of any Default resulting from the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreementmatters disclosed therein.
Appears in 1 contract
Sources: Loan, Security and Guaranty Agreement (Quintana Energy Services Inc.)
Information Regarding Collateral. (a) The Holdings and the Borrower will shall furnish to the Administrative Agent prompt (and in any event, within 30 days) written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party (including as a result of any merger or consolidation), (iii) in the form of organization of any Loan Party, (iiiiv) the location of the chief executive office of in any Loan Party’s organizational identification number, its principal place of businessif any, any office in which it maintains books or records relating or, with respect to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party organized under the laws of a jurisdiction that requires such that information to be set forth on the face of a filed Uniform Commercial Code financing statement becomes misleading or (v) the organizational identification number or statement, the Federal Taxpayer Identification Number of such Loan Party or (v) in any other information relating to any Loan Party. The Borrower shall not effect or permit Party that would require any change referred steps 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 be taken to continue at all times following such change to have maintain a valid, legal and perfected security interest in all the any Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), Holdings and the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificates, signed by a Financial Officer of either Holdings or the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificates delivered pursuant to this Section (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Initial Funding Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and (ii) certifying that or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Initial Funding Date). Supplemental Perfection Certificates shall be delivered relating only to the US Obligations Loan Parties are (other than the Borrower and Aluminerie Lauralco, Sàrl), Loan Parties organized in compliance with all of the terms of the Security AgreementCanada and any other Loan Parties for which is it customary in such Loan Parties’ respective jurisdictions to deliver Supplemental Perfection Certificates on an annual basis.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf with an aggregate book value in excess of $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number Number. Each of any Loan Party. The Holdings and the Borrower shall 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 shall also agrees promptly to notify the Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section and (ii5.03(b) certifying that shall identify in the Loan Parties are in compliance with all format of the terms Schedule II, III, IV or V of the Security Agreement, all registered Intellectual Property of any Loan Party in existence on the date thereof and not then listed on such Schedules or previously so identified.
Appears in 1 contract
Sources: Credit Agreement (Lpa Services Inc)
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate Schedules to the Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate Effective Date or the date of the most recent certificate Schedule updates delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Amendment Agreement (Consolidated Communications Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent prompt and the Collateral Agent (i) (A) in the case of the Borrower, at least 15 Business Days’ prior written notice of any change proposed change, and (B) in (i) the legal name case of any other Loan Party, any other Restricted Subsidiary that is a party to a Security Document or any issuer of Capital Stock pledged by a French Loan Party pursuant to any French Pledge and Security Agreement, written notice within 30 days of any change, in each case relating to such Loan Party’s (iix) the corporate name, (y) without prejudice to any other limitations in this Agreement, jurisdiction of formation, incorporation or organization or jurisdiction in which its place of any Loan Party, business (iii) the location of or the chief executive office if there is more than one place of business) is situated, or (z) identity or corporate structure, and (ii) written notice of any proposed change within 30 days thereof relating to any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the ’s Federal Taxpayer Identification Number of any (if applicable); provided that the Loan Party. The Borrower shall Parties agree not to effect or permit any such change referred to in the preceding sentence unless and until all filings have been made under the Uniform Commercial Code (or otherwise foreign equivalent) or other filings, recordations or steps that are required have been made or taken, in each case, in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in in, and Lien upon, all the Collateral. The Borrower shall Loan Parties also agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each yearWithin 15 days after the end of each fiscal quarter of Parent, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a), the Borrower shall (i) deliver to the Administrative Collateral Agent a certificate of a Financial Responsible Officer of the BorrowerParent and each other applicable Loan Party listing all registrations, issuances, and applications for registration or issuance of Intellectual Property (including any Patents and Trademarks, but excluding Internet domain names, registered Copyrights and Copyright applications), (iii) setting forth with respect to US registered Copyrights, use reasonable best efforts to deliver to the information required pursuant Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party, listing all US registered Copyrights, in each case filed, acquired by, or transferred or assigned to, such Person at any time during such fiscal quarter, and (iii) deliver to Sections 1, 2, 4, 5 the Collateral Agent a certificate of a Responsible Officer of Parent and 6 each other applicable Loan Party listing any Patent that has become a Specified Patent (as defined in the Pledge and Security Agreement) during such fiscal quarter that has not previously been (A) identified as a Specified Patent in a Quarterly New IP and Specified Patent Report (as defined in the Pledge and Security Agreement) or (B) included in the definition of Specified Patent as of the Perfection Certificate Closing Date; provided that information not provided to Parent or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered other applicable Loan Party by local counsel within such 15-day period shall be delivered, as required pursuant to this Section 5.06(b), in the certificate for the immediately succeeding fiscal quarter of Parent, and (ii) certifying comply with the requirements of Section 5.09 with respect to such Intellectual Property in order to ensure that the Collateral Agent has a valid, perfected, first priority security interest in, and Lien upon, such Intellectual Property. Notwithstanding the foregoing, solely to the extent and solely during the period in which a Governmental Authority requires that a Patent or Patent application remains secret, no Loan Parties are in compliance Party shall be required to comply with all the disclosure requirements of the terms of the Security Agreementthis Section 5.06(b) with respect to such Patent or Patent application.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Collateral Agent prompt written notice of any change in (i) in such Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party's Federal Taxpayer Identification Number or its organizational identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party's jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days' prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower Borrowers shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrower, Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 47, 5 8, 12, 13, 14, 15, 16, 17 and 6 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Texas Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf with an aggregate book value in excess of $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure (within the meaning of the Uniform Commercial Code (as defined in the Security Agreement)) or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number Number. Each of any Loan Party. The Holdings and the Borrower shall 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 shall also agrees promptly to notify the Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section and (ii5.03(b) certifying that shall identify in the Loan Parties are in compliance with all format of the terms Schedule II, III, IV or V of the Security Agreement, all registered Intellectual Property of any Loan Party in existence on the date thereof and not then listed on such Schedules or previously so identified.
Appears in 1 contract
Sources: Credit Agreement (Donjoy LLC)
Information Regarding Collateral. (a) The Borrower Intermediate --------------------------------- Holdings (or, at such time as Intermediate Holdings is no longer a Loan Party, the Cayman Borrower) will furnish to the Administrative Agent prompt written notice of any change in (i) in the legal corporate name of any Loan PartyParty that executes any Security Document, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it such Loan Party maintains books or records relating to Collateral owned or held by it or on its behalf or or, to the extent that such Collateral has an aggregate fair market value in excess of $10,000,000, any office or facility at which Collateral owned or held by it or on its behalf 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 the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number Organization Identification Number or the Federal Taxpayer Identification Number of any Loan Party that executes any Security Document. Intermediate Holdings (for so long as it is a Loan Party. The ) and the Cayman Borrower shall agree not to effect or permit any change referred to in the preceding sentence unless all filings filings, if any, have been made, or will have been made within the applicable statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties. The Intermediate Holdings (for so long as it is a Loan Party) and the Cayman Borrower shall also agree 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 paragraph (a) of Section 6.01(a)5.01, the Borrower Person delivering such financial statements shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, such Person (i) setting forth all changes in the information required pursuant to Sections 1, 2, 4, 5 and 6 set forth in Section 2 of the Perfection Certificate or confirming that there has been no change in such information information, in either case since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section Section, and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms Collateral have been filed of record or have been delivered to the Administrative Agent for filing in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Security AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will Company will, at all times during each Non-Investment Grade Period, furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Guarantor Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Guarantor Loan PartyParty (including as a result of any merger or consolidation), (iii) the location of the chief executive office of any Guarantor Loan Party, its principal place of business, any office in which it maintains books Party or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of identification number, if any, or, with respect to any Guarantor Loan Party organized under the laws of a jurisdiction that requires such that information to be set forth on the face of a filed Uniform Commercial Code financing statement becomes misleading or (v) the organizational identification number or statement, the Federal Taxpayer Identification Number of any such Guarantor Loan Party. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence during any Non-Investment Grade Period unless all filings have been made (or the Administrative Agent shall have been advised of the Company’s intent to make such change and shall have received all the information necessary to, and shall have been authorized to, make all filings) 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 shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedowned by such Guarantor Loan Party.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer executed by an officer of the Borrower, (i) Company setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate such certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreement.5.04(b)
Appears in 1 contract
Sources: Credit Agreement (NCR Corp)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days) written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or (viv) the in any Loan Party’s organizational identification number or number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of any such Loan Party. The Borrower shall not effect or permit provide the Administrative Agent with certified organizational documents reflecting any change referred to of the changes described in the preceding sentence unless and shall, and shall cause the other Loan Parties to, take all filings have been made under action necessary to maintain the Uniform Commercial Code or otherwise that are required in order for perfection and priority of the security interest of the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest for the benefit of the Secured Parties in all the Collateral. The Borrower shall promptly notify the Administrative Agent , if any material portion of the Collateral is damaged or destroyedapplicable.
(b) Each within 90 days after the end of each fiscal year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, completed Supplemental Perfection Certificate (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and 5.03 (ii) certifying that or, prior to the Loan Parties are in compliance with all first delivery of a Supplemental Perfection Certificate, from the terms of Perfection Certificate delivered on the Security AgreementEffective Date).
Appears in 1 contract
Sources: Credit Agreement (ChampionX Corp)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change in (i) in any Loan Party's corporate, limited liability company or partnership name, (ii) in the legal name location of any Loan Party, 's its "location" (ii) the jurisdiction of organization of any Loan Party, (iii) the location as determined under Section 9-307 of the UCC), chief executive office of any Loan Party, its or principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located business (including the establishment of any such new office or facility), (iii) in any Loan Party's organizational structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan Partyor state organizational number. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)Financial Statements and Other Information, the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Federal Taxpayer Identification Number of any Loan Party. The Borrower shall not 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 Issuer shall promptly notify the Administrative Collateral Agent if any material portion of the Collateral is damaged physically damaged, destroyed or destroyedcondemned.
(b) Each year, at within 120 days after the time end of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a)year, the Borrower Issuer shall deliver to the Administrative Trustee and the Collateral Agent a certificate of a Financial responsible financial or accounting Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate schedules required by the Security Documents or confirming that there has been no change in such information since the date of the Perfection Certificate prior annual financial statements.
(c) Any certificate or the date opinion required by Section 314(d) of the most recent TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate delivered pursuant or opinion be made by an independent engineer, appraiser or other expert.
(d) Notwithstanding anything to this Section the contrary herein, the Issuer and (ii) certifying that the Loan Parties are in compliance its Subsidiaries will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.
(e) Without limiting the generality of Section 13.5(c) above, certain no action letters issued by the SEC have permitted an indenture qualified under the TIA to contain provisions permitting the release of Collateral from Liens under such indenture in the ordinary course of the Issuer’s business without requiring the Issuer to provide certificates and other documents under Section 314(d) of the TIA. The Issuer and the Subsidiary Guarantors may, subject to the provisions of this Indenture without any release or consent by the Trustee, the Collateral Agent or First-Lien Collateral Agent, conduct ordinary course activities with respect to the Collateral, including, without limitation:
(1) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security AgreementDocuments that has become worn out, defective, obsolete or not used or useful in the business;
(2) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents;
(3) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents that it may own or under which it may be operating;
(4) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances;
(5) selling, transferring or otherwise disposing of inventory or accounts receivable in the ordinary course of business; and
(6) making cash payments (including for the repayment of Indebtedness or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents.
Appears in 1 contract
Sources: Indenture (Atp Oil & Gas Corp)
Information Regarding Collateral. (a) The Concurrently with the delivery of information under Section 5.01(a) or (b), the Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the jurisdiction of organization case of any Loan PartyParty that is not a "registered organization" (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York), in the location of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇ executive office, (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books 's identity or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility)corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed Party's "organizational identification number" or any similar jurisdictional identification number required for the filing of financing statement becomes misleading statements in any applicable jurisdiction, or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party's jurisdiction of organization. The Borrower shall 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 shall promptly 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 6.01(a5.01 (commencing with the delivery of such financial statements with respect to the first fiscal year ending more than 12 months after the Effective Date), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower Except as disclosed on Schedule 5.13, no Loan Party will furnish to the Administrative Agent prompt written notice of effect any change in (i) the legal name of in any Loan Party’s legal name, (ii) the jurisdiction of organization of in any Loan Party’s identity or organizational structure, (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the ’s Federal Taxpayer Identification Number of or organizational identification number, if any or (iv) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than ten days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. The Borrower shall not effect or permit Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any change referred to of the changes described in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedsentence.
(b) Each year, at Concurrently with the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement (provided that in the case that there has been no change in the information provided or required to be provided under the Perfection Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement, then delivery of such Perfection Certificate Supplement shall not be required) and a certificate of a Financial Officer of Borrower certifying that the Borrower, (i) setting Perfection Certificate Supplement sets forth any changes to in the information provided or required pursuant to Sections 1, 2, 4, 5 and 6 be provided under the Perfection Certificate since the date of the Perfection Certificate or latest Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreementlatest Perfection Certificate Supplement.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility)) ; provided that the notification requirement of this clause (ii) shall apply only with respect to a new office or facility in Alabama, Connecticut, Mississippi or Florida and only for so long as applicable law in such states requires the filing of Uniform Commercial Code UCC-1 financing statements in the jurisdiction where goods are located to perfect a security interest in such goods, (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number (if applicable). Each of any Loan Party. The Holdings and the Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall also agrees promptly to notify the Administrative Agent if any material portion of the tangible 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each of Holdings and the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section shall identify all registrations and (ii) certifying that applications for Intellectual Property of any Loan Party in existence on the Loan Parties are in compliance with all of date thereof and not then listed on Schedule III to the terms of Guarantee and Collateral Agreement or previously so identified to the Security AgreementCollateral Agent.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or (viv) the in any Loan Party’s organizational identification number or Federal Taxpayer Identification Number, if such Loan Party is organized under the laws of a jurisdiction that requires a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of any Loan Partya Uniform Commercial Code financing statement. The Borrower shall not effect Upon request, the Company agrees to deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the Uniform Commercial Code (or analogous law in a non-U.S. jurisdiction) or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if Collateral following any material portion of the Collateral is damaged or destroyedsuch change.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower Company shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of the BorrowerCompany, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and 5.03 (iior, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date).
(c) certifying that With respect to the Loan Parties are in compliance Israeli Collateral Agreements, promptly upon receipt of pledge certificates, the Company shall deliver to the Administrative Agent an original of such certificate together with all a copy of the terms relevant registry evidencing the registration of the Security any such Israeli Collateral Agreement.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice (which shall in any event be provided by the earlier of (x) 30 days after such change (or such date as determined by the Administrative Agent in its reasonable discretion) and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in (i) the legal name of any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (ii) any change in the jurisdiction of incorporation or organization of any Loan Party, (iii) any change in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or and (viv) the any change in any Loan Party’s organizational identification number or the Federal Taxpayer Identification Number of any Loan Party. The Borrower shall not 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 validNumber, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.such
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of the BorrowerParent, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and 5.03 (iior, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date).
(c) certifying that With respect to the Loan Parties are in compliance Israeli Collateral Agreements, promptly upon receipt of pledge and/or registrations certificates, the Borrower shall deliver to the Administrative Agent an electronic copy of such certificate together with all a copy of an extract from the terms relevant registry evidencing the registration of the Security any such Israeli Collateral Agreement.
Appears in 1 contract
Sources: Credit Agreement (NICE Ltd.)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code 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 shall promptly 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 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 1 and 6 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are all Uniform Commercial Code financing statements (including fixture filings) or other appropriate recordings or registrations in compliance with shareholder registries or similar requirements, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 any Security AgreementDocument for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) The Holdings and the Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or (viv) the in any Loan Party’s organizational identification number or number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of any such Loan Party. The Holdings and the Borrower shall 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 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 shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a), Holdings and the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Restatement Effective Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Restatement Effective Date).
(c) Holdings and the Borrower will cause all cash owned by Holdings, the Borrower and the other Subsidiaries at any time, other than (i) cash used in the operation of Foreign Subsidiaries and (ii) certifying that cash held by Holdings or any Subsidiary in trust for any director, officer or employee of Holdings or any Subsidiary or any employee benefit plan maintained by Holdings or any Subsidiary, to be held in deposit accounts maintained in the name of one or more Loan Parties are Parties.
(d) Holdings and the Borrower will, in compliance with all each case as promptly as practicable, notify the Administrative Agent of the terms existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the Security Agreementdefinition of the term “Collateral and Guarantee Requirement” but is not yet in effect.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change in (i) in any Loan Party's corporate, limited liability company or partnership name, (ii) in the legal name location of any Loan Party, 's its "location" (ii) the jurisdiction of organization of any Loan Party, (iii) the location as determined under Section 9-307 of the UCC), chief executive office of any Loan Party, its or principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located business (including the establishment of any such new office or facility), (iii) in any Loan Party's organizational structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan Partyor state organizational number. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent Agents prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name 101 conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, its "location" (as determined under Section 9-307 of Revised Article 9 of the UCC), any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any US Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent Agents to continue at all times following such change to have a valid, legal and perfected security interest in all of the CollateralCollateral to the extent it is intended to be so perfected on the date hereof. The Borrower shall Company also agrees promptly to notify the Administrative Agent Agents if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent Agents a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 1 or 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 US Security AgreementAgreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) The Holdings and the Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location form of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure organization of any Loan Party such that a filed financing statement becomes misleading or (viv) the in any Loan Party’s organizational identification number or number, if any, or, with respect to a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of any such Loan Party. The Holdings and the Borrower shall 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 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 shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a) or (b), Holdings and the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date).
(c) Holdings and the Borrower will cause all cash owned by Holdings, the Borrower and the other Subsidiaries at any time, other than (i) cash used in the operation of Foreign Subsidiaries and (ii) certifying that cash held by Holdings or any Subsidiary in trust for any director, officer or employee of Holdings or any Subsidiary or any employee benefit plan maintained by Holdings or any Subsidiary, to be held in deposit accounts maintained in the name of one or more Loan Parties are Parties.
(d) Holdings and the Borrower will, in compliance with all each case as promptly as practicable, notify the Administrative Agent of the terms existence of any deposit account or securities account maintained by a Loan Party in respect of which a Control Agreement is required to be in effect pursuant to clause (f) of the Security Agreementdefinition of the term “Collateral and Guarantee Requirement” but is not yet in effect.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will --------------------------------- furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral (other than real property and improvements and fixtures thereto) owned or held by it or on its behalf with a book value in excess of $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity, corporate structure or jurisdiction of incorporation or formation or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall 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 CollateralCollateral and for the Borrower at all times following such change to have a valid, legal and perfected security interest as contemplated in the Intercompany Security Agreement. The Borrower shall 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and a legal officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms Collateral and the collateral under the Intercompany Security Agreement 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 AgreementAgreements and the Intercompany Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (McLeodusa Inc)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, its "location" (as determined under Section 9-307 of Revised Article 9 of the UCC), any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number or state organizational number. Without limitation of the foregoing, the Company will furnish to the Administrative Agent at least fifteen (15) days (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change in any Loan Party's state of organization or incorporation. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral to the extent it is damaged or destroyedintended to be so perfected on the date hereof.
(b) Each year, at the time of required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party’s corporate name, (ii) in the jurisdiction of incorporation or organization of any Loan Party, Party or (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the ’s organizational identification number or the Federal Taxpayer Identification Number of any Loan Partynumber. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless the Borrower shall have provided to the Administrative Agent no later than ten days prior to such change all information that is required in order for the Administrative Agent to make all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent necessary to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(a) or (b), the Borrower shall deliver to the Administrative Agent a certificate of executed by a Financial Officer or chief legal officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 1 through 9 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that (1) all Uniform Commercial Code financing statements (including fixture filings, as the Loan Parties are in compliance with all case may be) or, subject to Section 4.02(b)(iii) of the terms Collateral Agreement, filings with the United States Patent and Trademark Office and the United States Copyright Office, in each case that the Borrower has reviewed at the reasonable request of the Security Administrative Agent, are all the filings, recordings and registrations that are necessary to protect and perfect the security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) under the Collateral Agreement in respect of the Article 9 Collateral (as defined in the Collateral Agreement) in which such security interest may be perfected by filing in the United States or any political subdivision thereof and its territories and possessions (except as noted therein with respect to any continuation statements to be filed within such period) and (2) all filings, recordings or registrations with respect to the Collateral that is pledged pursuant to a Foreign Pledge Agreement, in each case reviewed by the Borrower at the reasonable request of the Administrative Agent, are all the filings, recordings or registrations that are necessary to protect and perfect the security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) under such Foreign Pledge Agreement in respect of all the Collateral in which such security interest may be perfected by filings, recordings or registrations in the applicable jurisdiction (except, to the extent applicable, with respect to any continuation statements or equivalent filings, recordings or registrations to be filed as required by applicable law).
Appears in 1 contract
Information Regarding Collateral. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) the legal name of any Loan Party, as set forth in its organizational documents, (iiB) the jurisdiction of organization or the form of organization of any Loan PartyParty (including as a result of any merger or consolidation), (iiiC) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (vD) the organizational identification number or number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. The Borrower shall also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to Section 6.01(a)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 shall deliver to will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause (B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the BorrowerBorrower and, in the case of clause (i) setting A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth the information required pursuant to Sections 1in this Agreement or in any Collateral Document, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with all of the terms of the Security Agreementrespects to Excluded Accounts.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Collateral Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan Partyor Organizational Identification Number. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer of the Borrower, Borrower (i) setting forth either updating any information in the information required pursuant to Sections 1, 2, 4, 5 and 6 Perfection Certificate delivered on the Effective Date that has changed since the delivery of the such Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms Collateral have been filed of record in each governmental, municipal or other appropriate office necessary to protect and perfect the Security Agreementsecurity interests under the Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (T Netix Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in the legal name ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Party, its principal place of businessoffice, any office in any jurisdiction that has not adopted Revised Article 9 of the Uniform Commercial Code in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number or organization number, if any, assigned by the jurisdiction under the laws of any Loan Partywhich it is organized. The Borrower shall 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 CollateralCollateral in which a security interest can be perfected by filing. The Borrower shall 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 1 contract
Sources: Credit Agreement (Land O Lakes Inc)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent Agents prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, its "location" (as determined under Section 9-307 of Revised Article 9 of the UCC) any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any U.S. Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent Collateral Agents to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Company also agrees promptly to notify the Administrative Agent Agents if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent Agents a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Collateral Agent prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Collateral Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Collateral Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower Borrowers shall deliver to the Administrative Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrower, Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 47, 5 8, 12, 13, 14, 15, 16, 17 and 6 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Illinois Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish to not, and will cause each of the Administrative Agent prompt written notice of other Loan Parties not to, effect any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, business or any office in which it maintains material books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office office), (iii) in any Loan Party’s identity or facility)organizational structure, (iv) the identity in any Loan Party’s Federal Taxpayer Identification Number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party. The Borrower ’s jurisdiction of organization (in each case, 98-98- including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) unless (A) it shall not 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 given the Administrative Agent and the Collateral Agent at least five days’ prior written notice (or such lesser notice period as may be agreed to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify by the Administrative Agent if any material portion in its sole discretion) of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interest of the Collateral is damaged or destroyedAgent for the benefit of the Secured Parties in the Collateral following such change, if applicable.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 6.01(a5.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 1(a) and 6 8 of the each Perfection Certificate or confirming that there has been no change in such information since the date of the such Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Information Regarding Collateral. (a) The Borrower -------------------------------- will furnish to the Administrative Agent prompt written notice of any change in (i) the in any Loan Party's legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or legal structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall 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 shall promptly 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Triton PCS Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt written notice of any change in (i) the legal name of in any Loan Party's name, (ii) in the jurisdiction of incorporation or organization of any Loan Party, (iii) in the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the in any Loan Party's identity or organizational type of organization or corporate structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party's Organizational Identification Number. Each Grantor agrees to promptly provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the first sentence of this paragraph. The Borrower shall agrees not to effect or permit any change referred to in the preceding first sentence of this paragraph 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 shall 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, (i) Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent; provided that no such certificate need identify (i) (x) any registered copyrights that were acquired, directly or indirectly, by a Loan Party in connection with the Weider Acquisition and (y) either (A) that were not disclosed to any Loan Party by the seller in connection with the Weider Acquisition or (B) with respect to which no Loan Party has knowledge, as of the date of such certificate, of registration information or (ii) certifying that any registered copyrights acquired, directly or indirectly, by a Loan Party in connection with the 1999 Restatement Acquisition (A) with a registration issue date prior to January 1, 1980, or (B) with respect to which no Loan Parties are in compliance with all Party has knowledge, as of the terms date of the Security Agreementsuch certificate, of registration information.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (American Media Operations Inc)
Information Regarding Collateral. (a) The Holdings or the Borrower will furnish to the First Lien Administrative Agent prompt (and in any event within thirty (30) days or such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change in (i) the legal name of in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party, Party or in the form of its organization or (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the ’s organizational identification number to the extent that such Loan Party is organized or the Federal Taxpayer Identification Number of any Loan Party. The Borrower shall not effect or permit any change referred owns Mortgaged Property in a jurisdiction where an organizational identification number is required to be included in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order a UCC financing statement 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 shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedjurisdiction.
(b) Each year, at Commencing with the time of delivery of annual financial statements with respect to for the preceding fiscal year ended December 31, 2023, not later than five Business Days after financial statements are required to be delivered pursuant to Section 6.01(a5.01(a), Holdings or the Borrower shall deliver to the First Lien Administrative Agent a certificate of executed by a Financial Responsible Officer of Holdings or the Borrower, Borrower (i) setting forth the information required pursuant to Sections Paragraphs 1, 27, 48, 5 9, 10 and 6 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section and 5.03, (ii) identifying any (x) new Intermediate Parent or (y) Wholly Owned Restricted Subsidiary that has become, or ceased to be, a Material Subsidiary or an Excluded Subsidiary during the most recently ended fiscal year and (iii) certifying that all notices required to be given prior to the Loan Parties are in compliance with all date of the terms of the Security Agreementsuch certificate by Section 5.03 have been given.
Appears in 1 contract
Sources: Credit Agreement (Sotera Health Co)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Adminis▇▇▇▇▇ve Agent sh▇▇▇ ▇▇▇▇▇▇▇, prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, (ii) the principal place of business or jurisdiction of organization of (including any such change resulting from any merger or consolidation involving such Loan Party), (iii) the location of the chief executive office of in any Loan Party, its principal place of business, any office in which it maintains books 's identity or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility)corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number or organizational identification number and (v) in the ownership of any Loan PartyEquity Interests pledged under the Guarantee and Collateral Agreement. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless until the Company has notified the Collateral Agent in writing of such change, and that prior to or promptly after any such change the Company will take all filings have been made under the Uniform Commercial Code or otherwise that are such actions as may be required in order for that the Administrative Collateral Agent to shall continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each yearyear (commencing with the fiscal year ending June 30, 2003), at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent, for distribution to the Lenders, and to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Admi▇▇▇▇▇ative Agent ▇▇▇▇▇ ▇▇▇▇ify, a certificate of a Financial Officer and the chief legal officer of the Borrower, Company dated as of a recent date and (i) setting forth information of the information required pursuant to Sections 1, 2, 4, 5 and 6 of type set forth in the Perfection Certificate but as of the date of such certificate (or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and Section), (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 Security Agreementextent necessary to protect and perfect the security interests under the Guarantee and Collateral Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period) and (iii) certifying that the Collateral and Guarantee Requirement continues to be satisfied.
Appears in 1 contract
Sources: Term Loan Agreement (Readers Digest Association Inc)
Information Regarding Collateral. (a) The Holdings and the --------------------------------- U.S. Borrower will furnish to the U.S. Administrative Agent prompt written notice of any change in (i) in any Loan Party's corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the 107 establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party's Federal Taxpayer Identification Number of any Loan PartyNumber. The Borrower shall Holdings and the Borrowers 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 Administrative U.S. Collateral Agent or the Canadian Collateral Agent, as applicable, to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral for the benefit of the Secured Parties have been (or, within the period required by the Uniform Commercial Code or other applicable law, are subsequently) made. The Borrower shall Holdings and the Borrowers also agree promptly to notify the U.S. Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (a) of Section 6.01(a)5.01, the U.S. Borrower shall deliver to the U.S. Administrative Agent a certificate of a Financial Officer signed by an officer of the Borrower, (i) U.S. Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Information Regarding Collateral. (a) The Borrower Company will furnish to the Administrative Agent prompt at least fifteen (15) days (or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change in (i) in any Loan Party’s corporate, limited liability company or partnership name, (ii) in the legal name location of any Loan Party, ’s its “location” (ii) the jurisdiction of organization of any Loan Party, (iii) the location as determined under Section 9-307 of the UCC), chief executive office of any Loan Party, its or principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located business (including the establishment of any such new office or facility), (iii) in any Loan Party’s organizational structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Party’s Federal Taxpayer Identification Number of any Loan Partyor state organizational number. The Borrower shall Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all of the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 6.01(a)5.01, the Borrower Company shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Company (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementAgreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Information Regarding Collateral. (a) The Borrower Xerox will furnish to the Administrative Agent prompt promptly (but in any event within 20 Business Days of the occurrence of such event) written notice of any change in (i) the any Domestic Credit Party’s corporate, partnership, company or other legal name or location (determined as provided in Section 9-307 of any Loan Partythe UCC), (ii) the jurisdiction of organization of any Loan Domestic Credit Party, (iii) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the ’s identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (viii) the organizational identification number or the any Domestic Credit Party’s Federal Taxpayer Identification Number of any Loan Party. The Borrower shall not effect or permit any change referred organization identification number, and promptly will make or cause to in the preceding sentence unless be made all filings have been made under the Uniform Commercial Code or otherwise that are required in order for under the Administrative Agent to continue at UCC (or its equivalent) and will ensure that all times following other actions have been taken that are required so that such change to have a validwill not at any time adversely affect the validity, legal and perfected security interest in all perfection or priority of any Transaction Lien on any of the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year are delivered pursuant to Section 6.01(a5.01(a), the Borrower shall Xerox will deliver to the Administrative Agent a certificate of a Financial Responsible Officer of the Borrower, (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 A and 6 B of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate or notice delivered pursuant to this Section 5.03 and (ii) certifying that the Loan Parties are in compliance with all UCC (or its equivalent) 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 terms Collateral which have been required to be filed pursuant to the relevant Security Agreement have been filed of record in each appropriate office in each jurisdiction identified pursuant to clause (i) above to the Security Agreementextent necessary to protect and perfect the Transaction Liens for a period of at least 18 months after the date of such certificate based on current facts and law (except as noted therein, including with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Information Regarding Collateral. (a) The Borrower Holdings and the Borrowers will furnish to the Administrative Agent Agent, prompt written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party or the location of such Loan Party’s chief executive office, (iii) in the form of organization of any Loan Party, Party or (iiiiv) the location of the chief executive office of in any Loan Party’s organizational identification number, its principal place of businessif any, any office in which it maintains books or records relating or, with respect to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any a Loan Party organized under the laws of a jurisdiction that requires such that information to be set forth on the face of a filed UCC financing statement becomes misleading or (v) the organizational identification number or statement, the Federal Taxpayer Identification Number of any such Loan Party. The Holdings and each Borrower shall agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a8.01(a), Holdings and the Borrower Borrowers shall deliver to the Administrative Agent a certificate of a Financial completed Supplemental Perfection Certificate, signed by an Authorized Officer of each of Holdings and the BorrowerBorrowers, (i) setting forth the information required pursuant to Sections 1the Supplemental Perfection Certificate and indicating, 2in a manner reasonably satisfactory to the Administrative Agent, 4any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, 5 and 6 prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Effective Date) or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and 8.03 (ii) certifying that or, prior to the Loan Parties are in compliance with all first delivery of a Supplemental Perfection Certificate, from the terms of Perfection Certificate delivered on the Security AgreementEffective Date).
Appears in 1 contract
Sources: Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) in any Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative applicable Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the relevant Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, each Borrower (i) setting forth the information required pursuant to Sections 1, 2, 47, 5 8, 12, 13, 14, 15, 16, 17 and 6 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate Schedules to the Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate Restatement Date or the date of the most recent certificate Schedule updates delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower Each Loan Party will furnish to the Administrative Agent prompt written notice of any change in (i) in such Loan Party’s corporate name or in any trade name used to identify it in the legal name conduct of its business or in the ownership of its properties, (ii) unless such Loan Party is a “registered organization” within the meaning of the UCC, in the location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or its organizational identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall Each Loan Party agrees not to effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent thirty (30) days’ prior written notice (or such shorter notice as may be agreed to by the Administrative Agent) and (ii) all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to clause (b) of Section 6.01(a)5.01, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrower, Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate Schedules to the Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate Effective Date or the date of the most recent certificate Schedule updates delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the terms 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 AgreementDocuments for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Information Regarding Collateral. (a) The Borrower will furnish Furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in any Loan Party’s corporate name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading Party’s Federal Taxpayer Identification Number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party’s jurisdiction of organization. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall promptly 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 6.01(a)5.01, the Borrower shall deliver to the Administrative Agent and the Collateral Agent a certificate of a Financial Officer and the chief legal officer of the Borrower, Borrower (i) setting forth any changes to the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.13(b) and (ii) certifying that the Loan Parties Borrower and its Subsidiary have not taken any actions (and are in compliance with all not aware of any actions so taken) to terminate any UCC Financing Statements or other filings on record to perfect the terms of security interests and Liens under the Security AgreementDocuments.
Appears in 1 contract
Sources: Credit Agreement (Broder Bros Co)
Information Regarding Collateral. (a) The Each Borrower will furnish to not, and will cause each of the Administrative Agent prompt written notice of other Loan Parties not to, effect any change in (i) in such Loan Party’s legal name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the ’s chief executive office of any Loan Partyoffice, its principal place of business, business or any office in which it maintains material books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office office), (iii) in any Loan Party’s identity or facility)organizational structure, (iv) the identity in any Loan Party’s Federal Taxpayer Identification Number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party. The Borrower ’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) unless (A) it shall not effect have given the Agents at least ten days’ prior written notice (or permit any change referred such lesser notice period as may be agreed to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for by the Administrative Agent in its sole discretion) of its intention so to continue at all times following do, clearly describing such change and providing such other information in connection therewith as any Agent may reasonably request and (B) it shall have taken all action reasonably necessary to have a valid, legal maintain the perfection and perfected priority of the security interest in all the Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion interests of the Collateral is damaged or destroyedAgent, for the benefit of the Secured Parties, and of the European Collateral Agent, in its own name and for the benefit of the European Secured Parties and as a creditor in its own right under the parallel debt undertaking created pursuant to Section 8.10, in the Collateral following such change, if applicable.
(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year Fiscal Year pursuant to Section 6.01(a5.01(b), the Borrower Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) U.S. Borrower setting forth the information required pursuant to Sections 1, 2, 4, 5 1(a) and 6 8(a) of the each Perfection Certificate or confirming that there has been no change in such information since the date of the such Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within 60 days thereof) written notice of any change in (i) the legal name of any Loan Party, as set forth in its organizational documents, (ii) the jurisdiction of organization or the form of organization of any Loan PartyParty (including as a result of any merger, amalgamation or consolidation), (iii) the location of the chief executive office officer of any Loan Party, its principal place of business, any office in which it maintains books Party or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. The Borrower shall also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each yearIf any Mortgaged Property is acquired by any Loan Party after the Effective Date, the Borrower will promptly notify the Administrative Agent thereof and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, all at the time expense of delivery of annual financial statements the Borrower. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain landlord lien waivers, estoppels, collateral access agreements or bailee agreements with respect to the preceding fiscal year pursuant to Section 6.01(a)any of their retail operating store locations, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower, (i) setting forth the information unless required pursuant to Sections 1, 2, 4, 5 and 6 the ABL Credit Agreement or related loan documents or (C) enter into Control Agreements in respect of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreementany Excluded Account.
Appears in 1 contract
Information Regarding Collateral. (a) The Prior to the Collateral Release Date, Holdings and the Borrower will shall furnish to the Administrative Agent prompt (and in any event, within 30 days) written notice of any change in (i) the legal name of in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (ii) in the jurisdiction of incorporation or organization of any Loan Party (including as a result of any merger or consolidation), (iii) in the form of organization of any Loan Party, (iiiiv) the location of the chief executive office of in any Loan Party’s organizational identification number, its principal place of businessif any, any office in which it maintains books or records relating or, with respect to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party organized under the laws of a jurisdiction that requires such that information to be set forth on the face of a filed Uniform Commercial Code financing statement becomes misleading or (v) the organizational identification number or statement, the Federal Taxpayer Identification Number of such Loan Party or (v) in any other information relating to any Loan Party. The Borrower shall not effect or permit Party that would require any change referred steps 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 be taken to continue at all times following such change to have maintain a valid, legal and perfected security interest in all the any Collateral. The Borrower shall promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a)5.01(a) prior to the Collateral Release Date, Holdings and the Borrower shall deliver to the Administrative Agent a certificate of completed Supplemental Perfection Certificates, signed by a Financial Officer of either Holdings or the Borrower, Borrower (i) setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificates delivered pursuant to this Section 5.03 or confirming (ii) certifying that there has been no change in such information since the date of the Perfection Certificate or the date of from the most recent certificate Supplemental Perfection Certificate delivered pursuant to this Section and (ii) certifying that 5.03. Supplemental Perfection Certificates shall be delivered relating only to the US Obligations Loan Parties are (other than the Borrower and Aluminerie Lauralco, Sàrl), Loan Parties organized in compliance with all of the terms of the Security AgreementCanada and any other Loan Parties for which is it customary in such Loan Parties’ respective jurisdictions to deliver Supplemental Perfection Certificates on an annual basis.
Appears in 1 contract
Information Regarding Collateral. (a) The Borrower will shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent and the Collateral Agent prompt written notice of any change in (i) in such Loan Party's legal name, (ii) in the legal name location of any Loan Party, (ii) the jurisdiction of organization of any Loan Party, (iii) the location of the 's chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Loan Party's corporate structure, (iv) the identity in any Loan Party's Federal Taxpayer Identification Number or organizational structure of any Loan Party such that a filed financing statement becomes misleading identification number or (v) the organizational identification number or the Federal Taxpayer Identification Number of in any Loan Party's jurisdiction of organization (in each case, including by merging with or into any other entity, dissolving. The liquidating, reorganizing or organizing in any other jurisdiction). Borrower shall not, and shall not permit any other Loan Party to, effect or permit any change referred to in the preceding sentence unless (i) it shall have given the Administrative Agent and the Collateral Agent prior written notice of any such change and (ii) within 30 days of such change, all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest interests in all the Collateral. The Borrower shall, and shall cause each other Loan Party to, promptly notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each year, at At the time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a5.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower, Borrower (i) setting forth updating, to the extent necessary, to reflect (A) the list of owned and leased Real Property, (B) any changes to the names or locations of any Loan Party or (C) any other information required pursuant reasonably requested by the Administrative Agent with respect to Sections 1, 2, 4, 5 and 6 of the Perfection Certificate Collateral or (ii) confirming that there has been no change in such information since the date of as set forth in the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementCertificate.
Appears in 1 contract
Information Regarding Collateral. (ai) The Borrower will furnish to the Administrative Agent prompt promptly (and in any event within thirty (30) days thereof) written notice of any change in (iA) the legal name of any Loan Party, as set forth in its organizational documents, (iiB) the jurisdiction of organization or the form of organization of any Loan PartyParty (including as a result of any merger or consolidation), (iiiC) the location of the chief executive office of any Loan Party, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iv) the identity or organizational structure of any Loan Party such that a filed financing statement becomes misleading or (vD) the organizational identification number or number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower shall agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the CollateralCollateral affected thereby. The Borrower shall also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(bii) Each year, at If (A) any material assets are acquired by any Loan Party after the time of delivery of annual financial statements with respect Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the preceding fiscal year pursuant to Section 6.01(a)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 shall deliver to will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause (B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a certificate of a Financial Officer Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the BorrowerBorrower and, in the case of clause (i) setting forth A), all to the information extent required pursuant to Sections 1by the Collateral Documents. It is understood and agreed that, 2, 4, 5 and 6 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security Agreement.notwithstanding
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Information Regarding Collateral. (a) The Borrower will furnish Furnish to TCO and the Administrative Agent prompt written notice of any change in (i) in any Tensar Party’s corporate name or in any trade name used to identify it in the legal name conduct of any Loan Partyits business or in the ownership of its properties, (ii) the jurisdiction of organization of any Loan Party, (iii) in the location of the any Tensar Party’s chief executive office of any Loan Partyoffice, its principal place of business, any office in which it maintains books or records relating to Collateral owned or held by it or on its behalf or any office or facility at which Collateral owned or held by it or on its behalf is located (including the establishment of any such new office or facility), (iii) in any Tensar Party’s identity or corporate structure or (iv) the identity or organizational structure of in any Loan Party such that a filed financing statement becomes misleading or (v) the organizational identification number or the Tensar Party’s Federal Taxpayer Identification Number Number. Each of any Loan Party. The Borrower shall Tensar Holdings and Luxco agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code UCC or otherwise and all other actions have been taken that are required in order for the Administrative Agent TCO to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Borrower shall Each of Tensar Holdings and Luxco also agrees promptly to notify TCO and the Administrative Agent if any material portion of the Collateral is damaged or destroyed.
(b) Each In the case of Tensar Holdings, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a)1.04(a) of this Schedule 3, the Borrower shall deliver to TCO and the Administrative Agent a certificate of a Financial Officer of the BorrowerSchedule 3, (i) Affirmative Covenants setting forth the information required pursuant to Sections 1, 2, 4, 5 and 6 of by the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate Perfection Certificate delivered pursuant to this Section and (ii) certifying that the Loan Parties are in compliance with all of the terms of the Security AgreementSection.
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