Common use of Post-Closing Changes Clause in Contracts

Post-Closing Changes. (a) The Grantors agree to notify the Security Agent promptly (and in any event within thirty (30) days (or such longer period as the Security Agent may reasonably agree) after such change) in writing of any change in (A) the legal name of any Grantor, (B) the identity or type of organization or corporate structure of any Grantor, (C) the jurisdiction of organization of any Grantor or (D) the chief executive office of any Grantor. (b) The Security Agent shall have the right at any time, upon the occurrence of an Enforcement Event, to notify the obligors under any Receivables and Related Contracts constituting Collateral of the assignment of such Receivables and Related Contracts to the Security Agent and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Security Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts constituting Collateral, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Security Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of such Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Security Agent hereunder, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Security Agent in the same form as so received (with any necessary endorsement) to be deposited in an account designated by the Security Agent and either (A) released to such Grantor so long as the Security Agent has reasonably determined that no Enforcement Event is continuing or

Post-Closing Changes. (a) The Grantors agree to notify the Security Agent promptly (and in any event within thirty (30) days (or such longer period as the Security Agent may reasonably agree) after such change) in writing No Grantor will change its name, type of any change in (A) the legal name of any Grantororganization, (B) the identity or type jurisdiction of organization or corporate structure location from those set forth in Section 5(a) of this Agreement without first giving at least 20 days’ prior written notice to the Collateral Agent and taking all action required by the Collateral Agent in connection with such change for the purpose of perfecting or protecting the security interest granted by this Agreement. Each Grantor will hold and preserve its records relating to the Collateral in accordance with Section 6.5 of the Credit Agreement and will, upon reasonable notice, permit representatives of the Collateral Agent at any Grantortime during normal business hours to inspect and make abstracts from such records and other documents. So long as no Event of Default exists, (C) the jurisdiction of organization of any no Grantor shall be required to reimburse for expenses incurred in connection with an inspection or (D) the chief executive office of any Grantorexamination. (b) The Security Agent shall have the right at If any timeGrantor shall, upon the occurrence as a result of an Enforcement Event, to notify the obligors under any Receivables and Related Contracts constituting Collateral its ownership of the assignment of such Receivables and Related Contracts Pledged Equity, become entitled to the Security Agent and to direct such obligors to make payment of all amounts due receive or to become due to such Grantor thereunder directly to the Security Agent andshall receive any stock certificate or limited partnership or regular membership certificate, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts constituting Collateral, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Security Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds applicable (including, without limitation, instruments) received by such Grantor any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Equity, or otherwise in respect of such Receivables and Related Contracts of thereof, such Grantor shall be received receive the same in trust for the benefit of the Security Collateral Agent, hold the same in trust for the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be promptly paid over deliver the same to the Security Collateral Agent in the same exact form as so received (received, duly endorsed by such Grantor to the Collateral Agent, if required, together with any necessary endorsement) an updated stock, regular membership or limited partnership interest power covering such certificate duly executed in blank, to be deposited in an account designated held by the Security Collateral Agent hereunder as additional security for the Secured Obligations. Such Grantor shall also deliver to the Collateral Agent together with such certificates and either (A) released powers an updated Schedule II to such Grantor so long as the Security Agent has reasonably determined that no Enforcement Event is continuing orthis Agreement.

Post-Closing Changes. (a) The Grantors agree No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or chief executive office from those set forth in Schedule I without first giving at least 30 days’ prior written notice to notify the Security Agent promptly Collateral Trustee (such notice to constitute a supplement to Schedules I and III for purposes of this Agreement) and taking all action reasonably required by the Collateral Trustee for the purpose of perfecting or protecting the security interest granted by this Agreement. Each Grantor will hold and preserve its records relating to the Collateral in accordance with standard industry practice, and will permit representatives of the Collateral Trustee at any time during normal business hours upon reasonable notice (but in any event within thirty (30no more often than once every calendar quarter unless a Priority Lien Event of Default has occurred and is then continuing) days (or to inspect and make abstracts from such longer period as the Security Agent may reasonably agree) after such change) in writing of any change in (A) the legal name of any Grantor, (B) the identity or type of organization or corporate structure of any Grantor, (C) the jurisdiction of organization of records and other documents. If any Grantor or (D) does not have an organizational identification number and later obtains one, it will forthwith notify the chief executive office Collateral Trustee of any Grantorsuch organizational identification number. (b) The Security Agent If any Material Equipment or Inventory of any Grantor is at any time in the possession or control of a warehouseman, bailee or agent, and if the Collateral Trustee so requests in writing such Grantor will (i) notify such warehouseman, bailee or agent of the security interest created hereunder, (ii) instruct such warehouseman, bailee or agent to hold all such Collateral for the Collateral Trustee’s account (which shall permit such Collateral to be removed by such Grantor until the Collateral Trustee notifies such warehouseman, bailee or agent that a Parity Lien Event of Default has occurred and is continuing), (iii) use commercially reasonable efforts, to cause such warehouseman, bailee or agent to authenticate a record acknowledging that it holds possession of such Collateral for the Collateral Trustee’s benefit and shall act on the instructions of the Collateral Trustee as specified in clause (ii) above without the further consent of the Grantor or any other Person, and (iv) if so obtained, make such authenticated record available to the Collateral Trustee. (c) Except as otherwise provided in this subsection (c), each Grantor will continue to collect, in the ordinary course of business and at its own expense, amounts due or to become due such Grantor under the Assigned Agreements, Receivables and Related Contracts. In connection with such collections, such Grantor may take (and, upon the occurrence and during the continuance of a Priority Lien Event of Default at the Collateral Trustee’s direction, will take) such action as such Grantor or the Collateral Trustee may reasonably deem necessary or advisable to enforce collection of the Assigned Agreements, Receivables and Related Contracts; provided, however, that the Collateral Trustee shall have the right at any time, upon the occurrence and during the continuance of an Enforcement Eventa Priority Lien Event of Default and upon written notice to such Grantor of its intention to do so, to notify the obligors (other than customers of any Grantor) under any Assigned Agreements, Receivables and Related Contracts constituting Collateral of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Security Agent Collateral Trustee and to direct such obligors (other than customers of any Grantor) to make payment of all amounts due or to become due to such Grantor thereunder directly to the Security Agent Collateral Trustee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts constituting CollateralContracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Security Agent Collateral Trustee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of such the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Security Agent Collateral Trustee hereunder, shall be segregated from other funds of such Grantor and shall be promptly forthwith paid over to the Security Agent Collateral Trustee in the same form as so received (with any necessary endorsementindorsement) to be deposited in an a collateral account designated by the Security Agent and either (A) released to such Grantor so long as no Parity Lien Event of Default shall have occurred and be continuing or (B) if any Parity Lien Event of Default shall have occurred and be continuing and the Security Agent has reasonably determined that no Enforcement Event is continuing orCollateral Trustee so elects, applied as provided in the Collateral Trust Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any obligor thereof, or allow any credit or discount thereon, except in the ordinary course of business or in connection with any settlement with the obligor thereof. No Grantor will consent to the subordination of its right to payment under any of the Assigned Agreements, Receivables and Related Contracts to any other indebtedness or obligations of the obligor thereof.

Post-Closing Changes. (a) The Grantors agree to notify the Security Agent promptly (and in any event within thirty (30) days (or such longer period as the Security Agent may reasonably agree) after such change) in writing of any Grantor will not change in (A) the legal name of any Grantorits name, (B) the identity or type of organization or corporate structure of any Grantororganization, (C) the jurisdiction of organization organization, organizational identification number or location from those set forth in Section 4(a) of any this Agreement without first giving at least 10 Business Days' prior written notice to the Collateral Agent and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement. The Grantor or will not become bound by a security agreement authenticated by another Person (Ddetermined as provided in Section 9-203(d) of the chief executive office UCC) without giving the Collateral Agent 10 Business Days' prior written notice thereof and taking all action required by the Collateral Agent to ensure that the perfection and first priority nature of any Grantorthe Collateral Agent's security interest in the Collateral will be maintained. (b) The Security Agent shall have Grantor will hold and preserve its records relating to the right at any time, upon the occurrence of an Enforcement Event, Collateral and will permit up to notify the obligors under any Receivables and Related Contracts constituting Collateral six representatives of the assignment of such Receivables and Related Contracts to the Security Agent and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Security Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables and Related Contracts constituting Collateral, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Receivables and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Security Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of such Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Security Agent hereunder, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Security Agent in the same form as so received (with any necessary endorsement) to be deposited in an account Bridge Secured Parties designated by the Security Agent Required Lenders (as defined in the Bridge Credit Agreement) or representatives of the Collateral Agent, on not less than five (5) Business Days' notice, at any reasonable time during normal business hours, to inspect and either (A) released make copies of abstracts from such records and other documents and to discuss general business affairs of the Grantor with its officers; subject, however, in all cases to the imposition of such Grantor so long conditions as the Security Grantor shall deem necessary based on reasonable considerations of safety and security; provided, however, that the Grantor shall not be required to disclose to the Collateral Agent has reasonably determined or any Secured Party or representatives thereof any information which is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the Grantor to prevent the loss of such privilege in connection with such information or which is prevented from disclosure pursuant to a confidentiality agreement with third parties. Notwithstanding the foregoing, none of the conditions as to the exercise of the right of access described in the preceding sentence that no Enforcement relate to notice requirements or limitations on the Persons permitted to exercise such right shall apply at any time when a Default or an Event of Default shall have occurred (as each such term is continuing ordefined in either of the Credit Agreements). (c) If the Grantor does not have an organizational identification number and later obtains one, it will forthwith notify the Collateral Agent of such organizational identification number.