Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 2 contracts

Sources: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 11, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 2 contracts

Sources: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)

Information Regarding Collateral. (ia) The Each of Holdco and Borrower will shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in such Loan Party’s legal name, (Aii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party or Party’s corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. The Borrower agrees not 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 UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected Second Priority security interest interests in all the Collateral affected therebyCollateral. The Each of Holdco and Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (iib) If At the time of each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien list of the Collateral Documents upon the acquisition thereof) or owned and leased Real Property, (B) any Mortgaged Property is acquired by changes to the names or locations of any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in or (C) 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 Lien securing the Secured Obligations and take such actions as shall be necessary or other information reasonably requested by the Administrative Agent with respect to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3ii) enter into Control Agreements with respects to Excluded Accountsconfirming that there has been no change in such information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change in (A) 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, (B) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (C) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (D) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan PartyNumber; (ii) Holdings and the Borrower will not, in each caseand will not permit any other Restricted Subsidiary to, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at 81 all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Collateral; and (iii) Holdings and the Borrower also agrees will, and will cause each other Restricted Subsidiary to, promptly to notify the Administrative Agent if any material portion of the Collateral owned by it is damaged or destroyed. (b) At the time of the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), the Borrower shall also deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower (i) setting forth the information required pursuant to the perfection certificate or confirming that there has been no change in such information since the date of the perfection certificate most recently delivered or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Closing Date (Collateral have been filed of record in each governmental, municipal or other than assets constituting Collateral appropriate office in each jurisdiction identified pursuant to Section 5.12 to the extent necessary to protect and perfect the security interests under the Collateral Documents that become subject to the Lien for a period of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, date of such certificate (except as promptly as practicable, and in noted therein with respect to 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 continuation statements to be subjected to a Lien securing the Secured Obligations and take filed within such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(Aperiod), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 2 contracts

Sources: Aircraft Dry Lease (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly prompt written notice (and which shall in any event within thirty be provided by the earlier of (30x) 30 days thereofafter such change and (y) written notice 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (Aii) any change in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) any change in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party and (including as a result of iv) any merger or consolidation), (C) the location of the chief executive office of change in any Loan Party or (D) the Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number of Number, if such Loan Party, in each case, only with respect to any Loan Party is organized under the laws of a jurisdiction that requires such information a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a UCC Uniform Commercial Code financing statement. Upon request, of such Loan Party. The Borrower the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly following any such change. (b) At the time of delivery of financial statements pursuant to notify Section 5.01(a), the Company shall deliver to the Administrative Agent if any material portion a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Collateral is damaged Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or destroyed. (ii) If certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject or, prior to the Lien first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after Perfection Certificate delivered on the Closing Date, the Borrower 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 2 contracts

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

Information Regarding Collateral. a. Except as disclosed on Schedule 5.13, no Loan Party will effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents’s legal name, (Bii) the jurisdiction of organization or the form of organization of in any Loan Party (including as a result of any merger Party’s identity or consolidation)organizational structure, (Ciii) the location of the chief executive office of in any Loan Party Party’s Federal Taxpayer Identification Number or (D) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such or (iv) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for 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 continue at all times following by the Collateral Agent, of its intention to do so, clearly describing such change to have a valid, legal and perfected security interest providing such other information in all connection therewith as the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree 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 writing) orthe Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. b. Concurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement (provided that in the case of clause ‎(B), within ninety (90) days (that there has been no change in the information provided or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets required to be subjected to a Lien securing provided under the Secured Obligations and take such actions as shall be necessary or reasonably requested by Perfection Certificate since the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense date of the Borrower andPerfection Certificate or latest Perfection Certificate Supplement, in the case then delivery of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties such Perfection Certificate Supplement shall not be required) and a certificate of a Financial Officer of Borrower certifying that the Perfection Certificate Supplement sets forth any changes to the information provided or required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels be provided under the Perfection Certificate since the date of the Perfection Certificate or collateral access agreements, latest Perfection Certificate Supplement or (3) enter into Control Agreements with respects confirming that there has been no change to Excluded Accountssuch information since the date of the Perfection Certificate or latest 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. (ia) The Holdings and the Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) Agent, prompt written notice of any change (i) in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) At the time of delivery of financial statements pursuant to Section 5.01(a), Holdings and the Borrower also agrees promptly shall deliver to notify the Administrative Agent if a completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Effective Date) or destroyed. (ii) If certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject or, prior to the Lien first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Effective Date, the Borrower 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 2 contracts

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

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change 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 conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity, jurisdiction of incorporation or organization, or corporate or organizational structure or (Div) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such in any 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’s Organization Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (Aa) any material assets are acquired by any Loan Party after of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date (other than assets constituting Collateral under or the Collateral Documents that become subject to the Lien date of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 most recent certificate delivered pursuant to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 2 contracts

Sources: Credit Agreement (Afc Enterprises Inc), Credit Agreement (Afc Enterprises Inc)

Information Regarding Collateral. (ia) The Borrower will furnish Furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number Number. Each 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 Borrowers agrees not to effect or permit any change referred to in the preceding sentence of its corporate or identity or state of organization unless all filings have been made under the UCC or otherwise and all other actions have been taken 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 affected therebyCollateral. The Administrative Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after Deliver to the Administrative Agent, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), a certificate of a Financial Officer setting forth the information required pursuant to Section I of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date (other than assets constituting Collateral under or the Collateral Documents that become subject to the Lien date of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 most recent certificate delivered pursuant to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 2 contracts

Sources: Term Loan Agreement (Maxxam Inc), Revolving Credit Agreement (Maxxam Inc)

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change in (A) 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, (B) in the location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (C) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (D) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan PartyNumber; (ii) Holdings and the Borrower will not, in each caseand will not permit any other Restricted Subsidiary to, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral; and (iii) Holdings and the Borrower also agrees will, and will cause each other Restricted Subsidiary to, promptly to notify the Administrative Agent if any material portion of the Collateral owned by it is damaged or destroyed. (b) At the time of the delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a), the Borrower shall also deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower (i) setting forth the information required pursuant to the perfection certificate or confirming that there has been no change in such information since the date of the perfection certificate most recently delivered or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Closing Date (Collateral have been filed of record in each governmental, municipal or other than assets constituting Collateral appropriate office in each jurisdiction identified pursuant to Section 5.12 to the extent necessary to protect and perfect the security interests under the Collateral Documents that become subject to the Lien for a period of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, date of such certificate (except as promptly as practicable, and in noted therein with respect to 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 continuation statements to be subjected to a Lien securing the Secured Obligations and take filed within such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(Aperiod), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 2 contracts

Sources: Master Lease Agreement (Williams Companies Inc), Aircraft Dry Lease (Williams Companies Inc)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly prompt written notice (and in any event within thirty (30) 60 days thereof) written notice of any change in (Ai) the its legal name of any Loan Partyname, as set forth in its organizational documents, (Bii) the its jurisdiction of organization or the form of its organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (Ciii) the location of the its chief executive office of office, (iv) the jurisdiction in which it maintains any Loan Party Collateral, or (Dv) the its organizational identification number, if any, any and the Federal Taxpayer Identification Number of such Loan Party, in each casecase of this subclause (v), only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such . Each Loan Party. The Borrower Party agrees not to effect or permit any change referred to in the preceding sentence unless all filings or registrations have been made under the UCC or the PPSA, as applicable or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after the Closing Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date), the Borrower Parent 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, will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral DocumentsLoan Parties. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, Parent and, to the extent required by the Collateral Documents, any other Loan Parties Party, shall not be required to (A) grant mortgages, (B) obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels estoppels, Collateral Access Agreements or collateral access agreements, bailee agreements with respect to any of their retail operating store locations or (3C) enter into Deposit Account Control Agreements with respects to in respect of any Excluded AccountsAccount.

Appears in 2 contracts

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

Information Regarding Collateral. (ia) The Each of Holdco and Borrower will shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in such Loan Party’s legal name, (Aii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party or Party’s corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Each of Holdco and Borrower shall not, and shall not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. The Borrower agrees not 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 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 affected therebyCollateral. The Each of Holdco and Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (iib) If At the time of each delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien list of the Collateral Documents upon the acquisition thereof) or owned and leased Real Property, (B) any Mortgaged Property is acquired by changes to the names or locations of any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in or (C) 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 Lien securing the Secured Obligations and take such actions as shall be necessary or other information reasonably requested by the Administrative Agent with respect to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3ii) enter into Control Agreements with respects to Excluded Accountsconfirming that there has been no change in such information since the last such certificate (or, if no such certificate has previously been delivered, since the Closing Date).

Appears in 2 contracts

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

Information Regarding Collateral. (ia) The Borrower will furnish Furnish to TCO and the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Tensar Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Tensar Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Tensar Party’s identity or corporate structure or (Div) the organizational identification number, if any, and the in any Tensar Party’s Federal Taxpayer Identification Number Number. Each of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees Tensar Holdings and Tensar agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected therebyCollateral. The Borrower Each of Tensar Holdings and Tensar also agrees promptly to notify TCO and the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after In the Closing Date (other than assets constituting Collateral under case of Tensar Holdings, each year, at the Collateral Documents that become subject time of delivery of the annual financial statements with respect to the Lien preceding fiscal year pursuant to Section 1.04(a) of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Datethis Schedule 3, the Borrower will promptly notify deliver to TCO and the Administrative Agent thereof and willa certificate of a Financial Officer Schedule 3, as promptly as practicable, and in any event within thirty (30) days (or such longer period as Affirmative Covenants setting forth 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent information required by the Collateral Documents. It is understood and agreed that, notwithstanding anything 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 Perfection Certificate delivered pursuant to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Working Capital Murabaha Facility Agreement (Tensar Corp)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Collateral Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) unless such Loan Party is a “registered organization” within the legal name meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrowers shall deliver to the Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower will furnish not, and will cause each of the other Loan Parties not to, effect any change (i) in such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization (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 have 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 by the Administrative Agent in its sole discretion) of its intention so to do, clearly describing such change and providing such other information in connection therewith as 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 Agent 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 pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 certificate of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 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 Financial Officer of the Borrower and, setting forth the information required pursuant to Sections 1(a) and 8 of each Perfection Certificate or confirming that there has been no change in such information since the case date of clause ‎(A), all such Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (Solutia Inc)

Information Regarding Collateral. (a) Each Borrower will not, and will cause each of the other Loan Parties not to, effect any change (i) The Borrower will furnish in such Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, its principal place of business or any office in which it maintains material books or records relating to Collateral owned by it (including the establishment of any such new office), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) unless (A) it shall have given the Agents at least ten days’ prior written notice (or such lesser notice period as may be agreed to by the Administrative Agent in its sole discretion) of its intention so to do, clearly describing such change and providing such other information in connection therewith as any Agent may reasonably request and (B) it shall have taken all action reasonably necessary to maintain the perfection and priority of the security interests of the Collateral Agent, 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 pursuant to Section 5.01(b), the Borrowers shall deliver to the Administrative Agent promptly (a certificate of a Financial Officer of the U.S. Borrower setting forth the information required pursuant to Sections 1(a) and in any event within thirty (308(a) days thereof) written notice of any each Perfection Certificate or confirming that there has been no change in (A) such information since the legal name date of any Loan Party, as set forth in its organizational documents, (B) such Perfection Certificate delivered on the jurisdiction of organization Effective Date or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location date of the chief executive office of any Loan Party or (D) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect most recent certificate delivered pursuant to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedthis Section. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (Solutia Inc)

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in Promptly upon any event within thirty (30) days occurrence thereof) , written notice of any change in (A) in any Loan Party's 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, (B) in the location of any Loan Party's chief executive office, as set forth in its organizational documents, principal place of business or any asset constituting Collateral (B) including the jurisdiction of organization or the form of organization installation of any Loan Party (including as asset constituting Collateral at a result of any merger or consolidationlocation where Collateral has not previously been located), (C) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (D) the organizational in any Loan Party's Federal taxpayer identification number; (ii) promptly upon any incurrence thereof, if anywritten notice of any material casualty or damage to, or any destruction of, the Collateral or any Real Estate Assets or the commencement of any action or proceeding for the taking of any Collateral or Real Estate Assets or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; and (iii) concurrently with the delivery of the financial statements referred to in CLAUSE (A) of SECTION 8.1, a certificate of a Responsible Officer of the Borrower (A) setting forth the information required pursuant to Sections 1 and 2 of the Federal Taxpayer Identification Number 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 Agreement and (B) certifying that all UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations (which are required to have been filed, recorded or registered in accordance with this Agreement), including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to CLAUSE (A) above to the extent necessary to protect and perfect the security interests under the Security Agreement for a period of not less than 18 months after the date of such Loan Party, in each case, only certificate (except as noted therein with respect to any Loan Party organized under the laws of a jurisdiction that requires such information continuation statements to be set forth on the face of a UCC financing statement, of filed within such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(Bperiod), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.;

Appears in 1 contract

Sources: Credit Agreement (Pathnet Telecommunications Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 PartyNumber. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agent if any material portion a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings) or other appropriate recordings or registrations in shareholder registries or similar requirements, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under any Security Document for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (General Cable Corp /De/)

Information Regarding Collateral. (ia) The Holdings and the Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) At the time of delivery of financial statements pursuant to Section 5.01(a), Holdings and the Borrower also agrees promptly shall deliver to notify the Administrative Agent if a completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Restatement Effective Date) or destroyed(ii) certifying that there has been no change in such information from the most recent 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). (iic) If (A) any material assets are acquired Holdings and the Borrower will cause all cash owned by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing DateHoldings, the Borrower will promptly notify and the Administrative Agent thereof other Subsidiaries at any time, other than (i) cash used in the operation of Foreign Subsidiaries and (ii) 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. (d) Holdings and the Borrower will, in each case as promptly as practicable, and in any event within thirty (30) days (or such longer period as notify the Administrative Agent may agree of the existence of any deposit account or securities account maintained by a Loan Party in writing) or, in the case respect of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property which a Control Agreement is acquired, cause such assets required to be subjected in effect pursuant to a Lien securing clause (f) of the Secured Obligations and take such actions as shall be necessary or reasonably requested by definition of the Administrative Agent to satisfy the term “Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, ” but is not yet in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountseffect.

Appears in 1 contract

Sources: First Lien Credit Agreement (Trinet Group Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly at least fifteen (and in any event within thirty (3015) days thereof(or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change (i) in any Loan Party's corporate, limited liability company or partnership name, (Aii) in the legal name location of any Loan Party's its "location" (as determined under Section 9-307 of the UCC), as set forth in its organizational documents, chief executive office or principal place of business (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's organizational structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 Partyor state organizational number. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly Collateral. (b) Each year, at the time required for delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agent if any material portion a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) Agents prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the 101 conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, its principal place of business, its "location" (as set forth determined under Section 9-307 of Revised Article 9 of the UCC), any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any US Loan Party's 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 PartyNumber. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 Collateral affected therebyto the extent it is intended to be so perfected on the date hereof. The Borrower 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 required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agents a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Sections 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) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the US Security Agreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Calgon Carbon Corporation)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 PartyNumber. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all necessary filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after Each year, at the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject time of delivery of annual financial statements with respect to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Datepreceding fiscal year pursuant to Section 5.01(a), the Borrower will promptly notify shall deliver to 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 a certificate of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the 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 Financial Officer of the Borrower and, setting forth the information required pursuant to Sections 1 and 2 of the Perfection Certificate or confirming that there has been no change in such information since the case date of clause ‎(A), all the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (Epmr Corp)

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(B(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.notwithstanding

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) ; provided that 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 set forth applicable law in its organizational documentssuch 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, (Biii) the jurisdiction of organization or the form of organization of in any Loan Party Party's identity or corporate structure or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the organizational identification number, if any, and the Party's Federal Taxpayer Identification Number (if applicable). Each of such Loan Party, in each case, only with respect to any Loan Party organized under Holdings and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the tangible Collateral is damaged or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (Aa) any material assets are acquired by of Section 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 setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the 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 applications for Intellectual Property of any Loan Party after in existence on the Closing Date (other than assets constituting date thereof and not then listed on Schedule III to the Guarantee and Collateral under Agreement or previously so identified to the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsAgent.

Appears in 1 contract

Sources: Credit Agreement (Wright Medical Group Inc)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly prompt written notice (and which shall in any event within thirty be provided by the earlier of (30x) 30 days thereofafter such change (or such date as determined by the Administrative Agent in its reasonable discretion) written notice and (y) 10 days prior to the date on which the perfection of the Liens under the Collateral Agreements would (absent additional filings or other actions) lapse, in whole or in part, by reason of such change) of: (i) any change in any Loan Party’s legal name, as set forth in such Loan Party’s Organizational Documents, (Aii) any change in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) any change in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party and (including as a result of iv) any merger or consolidation), (C) the location of the chief executive office of change in any Loan Party or (D) the Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number Number, if such (b) At the time of such Loan Partydelivery of financial statements pursuant to Section 5.01(a), in each case, only with respect the Borrower shall deliver to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent a completed Supplemental Perfection Certificate, signed by a Financial Officer of Parent, (i) setting forth the information required pursuant to continue at all times following the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or (ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to have this Section 5.03 (or, prior to the first delivery of a validSupplemental Perfection Certificate, legal and perfected security interest in all from the Perfection Certificate delivered on the Closing Date). (c) With respect to the Israeli Collateral affected thereby. The Agreements, promptly upon receipt of pledge and/or registrations certificates, the Borrower also agrees promptly shall deliver to notify the Administrative Agent if an electronic copy of such certificate together with a copy of an extract from the relevant registry evidencing the registration of any material portion of the such Israeli Collateral is damaged or destroyedAgreement. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (NICE Ltd.)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in (A) the 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's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it with an aggregate book value in excess of $250,000 is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) in any Loan Party's identity or corporate structure (within the location meaning of the chief executive office of Uniform Commercial Code (as defined in the Security Agreement)) or (iv) in any Loan Party or (D) the organizational identification number, if any, and the Party's Federal Taxpayer Identification Number Number. Each of such Loan Party, in each case, only with respect to any Loan Party organized under Holdings and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (Aa) any material assets are acquired by of Section 5.01, 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 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 of the Security Agreement, all registered Intellectual Property of any Loan Party after in existence on the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent date thereof and will, as promptly as practicable, and in any event within thirty (30) days (not then listed on such Schedules 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountspreviously so identified.

Appears in 1 contract

Sources: Credit Agreement (Donjoy LLC)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) 60 days thereof) written notice of any change in (Ai) the legal name of any Loan Party, as set forth in its organizational documents, (Bii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger merger, amalgamation or consolidation), (Ciii) the location of the chief executive office officer of any Loan Party or (Div) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Effective Date, the Borrower 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, will cause such assets to be subjected to a Lien securing the Secured Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral DocumentsBorrower. 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 (1) foreign local law pledges (2) landlord lien waivers, estoppels or estoppels, collateral access agreementsagreements or bailee agreements with respect to any of their retail operating store locations, unless required pursuant to the ABL Credit Agreement or related loan documents or (3C) enter into Control Agreements with respects to in respect of any Excluded AccountsAccount.

Appears in 1 contract

Sources: Term Credit Agreement (Fossil Group, Inc.)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) to Cravath, Swaine & Moore LLP, Attn: James Cooper or such other Person as the Adminis▇▇▇▇▇ve Agent sh▇▇▇ ▇▇▇▇▇▇▇, prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth in its organizational documents, (B) the principal place of business or jurisdiction of organization or the form of organization of any Loan Party (including as a result of any such change resulting from any merger or consolidationconsolidation involving such Loan Party), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number or organizational identification number and (v) in the ownership of such Loan Party, in each case, only with respect to any Loan Party organized Equity Interests pledged 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 PartyGuarantee and Collateral Agreement. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless until the Company has notified the Collateral Agent in writing of such change, and that prior to or promptly after any such change the Company will take all filings have been made under the UCC 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 affected therebyCollateral. The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year (commencing with the fiscal year ending June 30, 2003), at the time of delivery of annual financial statements pursuant to clause (a) of Section 5.01, the 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 Company dated as of a recent date and (i) setting forth information of the 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), (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party extent 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 Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, date of such certificate (except as promptly as practicable, and in noted therein with respect to 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 continuation statements to be subjected to a Lien securing the Secured Obligations filed within such period) and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy (iii) certifying that the Collateral and Guarantee Requirement, including, without limitation, Requirement continues to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountssatisfied.

Appears in 1 contract

Sources: Term Loan Agreement (Readers Digest Association Inc)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) unless such Loan Party is a “registered organization” within the legal name meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the 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 Borrowers (i) setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it with an aggregate book value in excess of $250,000 is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number Number. Each of such Loan Party, in each case, only with respect to any Loan Party organized under Holdings and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if Collateral with a fair market value in excess of $250,000 is damaged in any material portion of the Collateral is damaged respect or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (Aa) any material assets are acquired by of Section 5.01, 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 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 of the Security Agreement, all registered Intellectual Property of any Loan Party after in existence on the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent date thereof and will, as promptly as practicable, and in any event within thirty (30) days (not then listed on such Schedules 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountspreviously so identified.

Appears in 1 contract

Sources: Credit Agreement (Lpa Services Inc)

Information Regarding Collateral. (a) Except as disclosed on Schedule 5.13, no Loan Party will effect any change (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents’s legal name, (Bii) the jurisdiction of organization or the form of organization of in any Loan Party (including as a result of any merger Party’s identity or consolidation)organizational structure, (Ciii) the location of the chief executive office of in any Loan Party Party’s Federal Taxpayer Identification Number or (D) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such any or (iv) in any Loan Party, ’s jurisdiction of organization (in each case, only including by merging with respect to or into any Loan Party organized under other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for 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 continue at all times following by the Collateral Agent, of its intention so to do, clearly describing such change to have a valid, legal and perfected security interest providing such other information in all connection therewith as the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree 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 writingthe Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence. (b) orConcurrently with the delivery of financial statements pursuant to Section 5.01(a), deliver to the Administrative Agent and the Collateral Agent a Perfection Certificate Supplement (provided that in the case of clause ‎(B), within ninety (90) days (that there has been no change in the information provided or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets required to be subjected to a Lien securing provided under the Secured Obligations and take such actions as shall be necessary or reasonably requested by Perfection Certificate since the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense date of the Borrower andPerfection Certificate or latest Perfection Certificate Supplement, in the case then delivery of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties such Perfection Certificate Supplement shall not be required) and a certificate of a Financial Officer of Borrower certifying that the Perfection Certificate Supplement sets forth any changes to in the information provided or required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels be provided under the Perfection Certificate since the date of the Perfection Certificate or collateral access agreements, latest Perfection Certificate Supplement or (3) enter into Control Agreements with respects to Excluded Accountsconfirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement.

Appears in 1 contract

Sources: Credit Agreement (CPI International, Inc.)

Information Regarding Collateral. (ia) The Borrower --------------------------------- will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in (A) the 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's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or legal structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 PartyNumber. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower also agrees promptly shall deliver to notify the Administrative Agent if any material portion a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Triton PCS Holdings Inc)

Information Regarding Collateral. (ia) 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 promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in such Loan Party’s legal name, (Aii) in the legal name location of any Loan Party, as set forth in its organizational documents, ’s chief executive office or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location in any Loan Party’s corporate structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational identification number or (v) in any Loan Party’s jurisdiction of organization. Each of the chief executive office of Parent Guarantor and the Borrower will not, and will not permit any other Loan Party or (D) the organizational identification numberto, 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 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 written notice not later than ten (10) days after any such change and (ii) all filings have been made under the UCC 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 affected therebyCollateral. The Each of the Parent Guarantor and the Borrower also agrees will, and will cause each other Loan Party to, promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 7.01(b), the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of the Borrower updating, to the extent necessary, to reflect (i) the list of owned and leased Real Property, (ii) If (A) any material assets are acquired by changes to the names or locations of any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (Biii) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or other information reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all with respect to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsCollateral.

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower will shall, and shall cause each of the other Loan Parties to, furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in such Loan Party's legal name, (Aii) in the legal name location of any Loan Party, as set forth in its organizational documents, 's chief executive office or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party or Party's corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such or organizational identification number or (v) in any Loan Party, 's jurisdiction of organization (in each case, only including by merging with respect to or into any other entity, dissolving. liquidating, reorganizing or organizing in any other jurisdiction). Borrower shall not, and shall not permit any other Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statementto, of such Loan Party. The Borrower 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 prior written notice of any such change and (ii) within 30 days of such change, all filings have been made under the 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 affected therebyCollateral. The Borrower also agrees shall, and shall cause each other Loan Party to, promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (iib) If At the time of each delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(b), Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer or the chief legal officer of Borrower (i) updating, to the extent necessary, to reflect (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien list of the Collateral Documents upon the acquisition thereof) or owned and leased Real Property, (B) any Mortgaged Property is acquired by changes to the names or locations of any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in or (C) 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 Lien securing the Secured Obligations and take such actions as shall be necessary or other information reasonably requested by the Administrative Agent with respect to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect or (ii) confirming that there has been no change in such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary information as set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsPerfection Certificate.

Appears in 1 contract

Sources: Credit Agreement (Jda Software Group Inc)

Information Regarding Collateral. (ia) The Borrower will furnish Furnish to the Administrative Agent promptly at least fifteen (and in any event within thirty (3015) days thereof(or such shorter period as Agent may agree) prior written notice of any change in in: (Ai) the any Obligor's legal name of any Loan Party, as set forth in its organizational documents, name; (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (Cii) the location of the any Obligor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any Loan Party 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 (Div) the organizational identification number, if any, and the any Obligor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state 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 Partyorganization. The Borrower agrees Obligors shall not to effect or permit any change referred to in the preceding sentence unless the Obligors have undertaken all filings have been made such action, if any, reasonably requested by ▇▇▇▇▇▇▇▇ – Loan, Security and Guaranty Agreement #53354946 Agent under the 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 affected thereby. The Borrower also agrees promptly (subject to notify Permitted Liens) for its own benefit and the Administrative Agent if any material portion benefit of the Collateral is damaged or destroyedother Secured Parties. Notwithstanding the foregoing, the requirements of this Section 10.1.13 shall not be required in connection with the change in the form of organization of ▇▇▇▇▇▇▇▇ ▇▇ from a Delaware limited partnership to a Delaware limited liability company so long as such change takes place within five (5) Business Days after the Closing Date. (iib) If (A) From time to time as may be reasonably requested by Agent, the Borrower Agent shall supplement each Schedule hereto, or any material assets are acquired by representation herein or in any other Loan Party Document, with respect to any matter arising after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 required to be subjected set forth or described in such Schedule or as an exception to a Lien securing the Secured Obligations and take such actions as shall be representation or that is necessary to correct any information in such Schedule or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower representation which has been rendered inaccurate thereby (and, in the case of clause ‎(Aany supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, all no supplement or revision to any Schedule or representation shall be deemed the Secured Parties’ consent to the extent 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 by hereunder from the Collateral Documents. It is understood restrictions and agreed that, notwithstanding anything requirements in existence prior to the contrary set forth in this Agreement delivery of such updated Schedules or in such revision of a representation; nor shall any Collateral Document, such supplement or revision to any Schedule or representation be deemed the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSecured Parties’ waiver of any Default resulting from the matters disclosed therein.

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower -------------------------------- will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in (A) the 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's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or legal structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 PartyNumber. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower also agrees promptly shall deliver to notify the Administrative Agent if any material portion a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Triton PCS Inc)

Information Regarding Collateral. (ia) The Borrower Borrowers will furnish to the Administrative Agent promptly prompt (and in any event within thirty 30 days thereof (30) days thereofor such longer period as the Administrative Agent may agree)) written notice of any change in (Ai) the legal name of any Loan Party, as set forth in its organizational documents, (Bii) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (Ciii) the location of the chief executive office of any Loan Party or (Div) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower Borrowers also agrees agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (Ai) any material assets are acquired by any Loan Party after the Closing Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (Bii) any Mortgaged Property is acquired by any Loan Party after the Closing Effective Date, the Borrower Borrowers 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, will cause such assets to be subjected to a Lien securing the Secured Loan Document Obligations and will take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, including to grant and perfect such Lien, all at the expense of the Borrower Borrowers and, in the case of clause ‎(A(ii), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to (A) grant leasehold mortgages, (B) obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or estoppels, collateral access agreements or bailee agreements, except to the extent delivered pursuant to the ABL Credit Agreement or related loan documents, (3C) enter into Control Agreements with respects to in respect of any Excluded AccountsDeposit Account, (D) perfect security interests in any assets represented by a certificate of title or (E) enter into any Collateral Documents governed by the law of a jurisdiction other than the United States.

Appears in 1 contract

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

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent Company agrees promptly (and in any event within thirty no later than the earlier of (30x) 30 days thereofafter 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 Collateral Agent written notice of any change (A)(A) in (A) the legal name of any Loan Party, as set forth in its organizational documentsParty’sParty’s corporate name, (BB)(B) the in any Loan Party’sParty’s identity or corporate structure, (C)or (C) in any Loan Party’sParty’s jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such Loan Party, in each case, only or state organizational identification number and (ii)and (ii) 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 U.S. Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless , make all filings have been made under the 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 Collateral affected therebyas contemplated in the Collateral Documents; provided that, in connection with any change completed in connection with the Reorganization, the Company shall not be required to take any steps under this Section 6.01(ji)(ii) until the date that is ninety (90) days following the date of such change (for the avoidance of doubt, the Company and its Subsidiaries shall not be required to comply with this Section 6.01(ji) for 90 days in regards to each step of the Reorganization; if an additional change occurs with respect to the same Subsidiary or Collateral subject to the initial change(s) within a 90-day period, the Company and its Subsidiaries will have an additional 90-day period to comply with Section 6.01(ji) in regards to the new change (and shall not be required comply with Section 6.01(ji) in regards to the initial change assuming that such change was changed by the subsequent change rendering compliance with Section 6.01(ji) unnecessary). The Borrower Company also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. . 187 (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(Bk), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Refinancing Amendment (Hologic Inc)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in (A) the legal name of any Loan Party, as set forth in its organizational documents’s corporate name, (Bii) in the jurisdiction of incorporation or organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (Diii) the in any Loan Party’s organizational identification 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 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 filings have been made under the UCC or otherwise information that are is required in order for the Administrative Agent to make all filings under the Uniform Commercial Code or otherwise necessary to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) At the time of delivery of financial statements pursuant to Section 5.01(a) or (b), the Borrower shall deliver to the Administrative Agent a certificate executed by a Financial Officer or chief legal officer of the Borrower (i) setting forth the information required pursuant to Sections 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) If certifying that (A1) any material assets all Uniform Commercial Code financing statements (including fixture filings, as the case may be) or, subject to Section 4.02(b)(iii) of the 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 Administrative Agent, are acquired by any Loan Party after all the Closing Date filings, recordings and registrations that are necessary to protect and perfect the security interest in favor of the Administrative Agent (other than assets constituting Collateral for the benefit of the Secured Parties) under the Collateral Documents that become subject 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 Lien Collateral that is pledged pursuant to a Foreign Pledge Agreement, in each case reviewed by the Borrower at the reasonable request of the Collateral Documents upon Administrative Agent, are all the acquisition thereof) filings, recordings or (B) any Mortgaged Property is acquired by any Loan Party after registrations that are necessary to protect and perfect the Closing Date, the Borrower will promptly notify security interest in favor of the Administrative Agent thereof and will(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, as promptly as practicable, and in any event within thirty (30) days (recordings or such longer period as the Administrative Agent may agree in writing) or, registrations in the case of clause ‎(B)applicable jurisdiction (except, within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent applicable, with respect to any continuation statements or equivalent filings, recordings or registrations to be filed as required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsapplicable law).

Appears in 1 contract

Sources: Credit Agreement (Concerto Software (Japan) Corp)

Information Regarding Collateral. (ia) 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 promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in the corporate name of any Loan Party that executes any Security Document, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth any office in its organizational documentswhich such Loan Party maintains books or records relating to Collateral owned by it 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 by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) in the organizational identification number, if any, and Organization Identification Number or the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under the laws of that executes any Security Document. Intermediate Holdings (for so long as it is a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The ) and the Cayman Borrower agrees 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 UCC 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 affected therebyfor the benefit of the Secured Parties. The Intermediate Holdings (for so long as it is a Loan Party) and the Cayman Borrower also agrees 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 5.01, the Person delivering such financial statements shall deliver to the Administrative Agent a certificate of a Financial Officer of such Person (i) setting forth all changes in the information set forth in Section 2 of the Perfection Certificate or confirming that there has been no change in such 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, and (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereof) have been filed of record or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify have been delivered to the Administrative Agent thereof and willfor filing in each governmental, as promptly as practicable, and municipal or other appropriate office in any event within thirty each jurisdiction identified pursuant to clause (30i) 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Seagate Technology Holdings)

Information Regarding Collateral. (ia) The Holdings and the Borrower will shall furnish to the Administrative Agent promptly prompt (and in any event event, within thirty (30) days thereof30 days) written notice of any change (i) in (A) the legal name of any Loan Party’s legal name, as set forth in its such Loan Party’s organizational documents, (Bii) in the jurisdiction of organization incorporation or the form of organization of any Loan Party (including as a result of any merger or consolidation), (Ciii) in the location form of the chief executive office organization of any Loan Party or Party, (Div) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, 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 Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower agrees not Party or (v) in any other information relating to effect or permit any change referred Loan Party that would require any steps to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent be taken to continue at all times following such change to have maintain a valid, legal and perfected security interest in all any Collateral. (b) At the Collateral affected thereby. The time of delivery of financial statements pursuant to Section 5.01(a), Holdings and the Borrower also agrees promptly shall deliver to notify the Administrative Agent if completed Supplemental Perfection Certificates, signed by a Financial Officer of either Holdings or the Borrower (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificates delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Initial Funding Date) or destroyed. (ii) If certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (A) any material assets are acquired by any 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 Party after the Closing Date Parties (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and willAluminerie Lauralco, 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 ‎(BSàrl), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required organized in Canada and any other Loan Parties for which is it customary in such Loan Parties’ respective jurisdictions to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsdeliver Supplemental Perfection Certificates on an annual basis.

Appears in 1 contract

Sources: Revolving Credit Agreement (Alcoa Corp)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change 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 conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity, jurisdiction of incorporation or organization, or corporate or organizational structure or (Div) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such in any 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's Organization Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (Aa) any material assets are acquired by any Loan Party after of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date (other than assets constituting Collateral under or the Collateral Documents that become subject to the Lien date of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 most recent certificate delivered pursuant to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (Afc Enterprises Inc)

Information Regarding Collateral. (ia) The Holdings and the Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Holdings and the Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) At the time of delivery of financial statements pursuant to Section 5.01(a) or (b), Holdings and the Borrower also agrees promptly shall deliver to notify the Administrative Agent if a completed Supplemental Perfection Certificate, signed by a Financial Officer of each of Holdings and the Borrower, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Effective Date) or destroyed(ii) certifying that there has been no change in such information from the most recent 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). (iic) If (A) any material assets are acquired Holdings and the Borrower will cause all cash owned by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing DateHoldings, the Borrower will promptly notify and the Administrative Agent thereof other Subsidiaries at any time, other than (i) cash used in the operation of Foreign Subsidiaries and (ii) 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. (d) Holdings and the Borrower will, in each case as promptly as practicable, and in any event within thirty (30) days (or such longer period as notify the Administrative Agent may agree of the existence of any deposit account or securities account maintained by a Loan Party in writing) or, in the case respect of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property which a Control Agreement is acquired, cause such assets required to be subjected in effect pursuant to a Lien securing clause (f) of the Secured Obligations and take such actions as shall be necessary or reasonably requested by definition of the Administrative Agent to satisfy the term “Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, ” but is not yet in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountseffect.

Appears in 1 contract

Sources: First Lien Credit Agreement (Trinet Group Inc)

Information Regarding Collateral. (ia) The Borrower Xerox will furnish to the Administrative Agent promptly (and but in any event within thirty (30) days thereof20 Business Days of the occurrence of such event) written notice of any change in (Ai) 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 Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidationUCC), (Cii) the location of the chief executive office of any Loan Party Domestic Credit Party’s identity or organizational structure or (Diii) the organizational identification number, if any, and the any Domestic Credit Party’s Federal Taxpayer Identification Number or organization identification number, and promptly will make or cause to be made all filings that are required under the UCC (or its equivalent) and will ensure that all other actions have been taken that are required so that such change will not at any time adversely affect the validity, perfection or priority of any Transaction Lien on any of the Collateral. (b) Each year, at the time annual financial statements with respect to the preceding Fiscal Year are delivered pursuant to Section 5.01(a), Xerox will deliver to the Administrative Agent a certificate of a Responsible Officer (i) setting forth the information required pursuant to Sections A and B of the Perfection Certificate or confirming that there has been no change in such information since the date of the 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 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 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 extent necessary to protect and perfect the Transaction Liens for a period of at least 18 months after the date of such Loan Partycertificate based on current facts and law (except as noted therein, in each case, only including with respect to any Loan Party organized under the laws of a jurisdiction that requires such information continuation statements to be set forth on the face of a UCC financing statement, of filed within such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedperiod). (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (Xerox Corp)

Information Regarding Collateral. (ia) The Prior to the Collateral Release Date, Holdings and the Borrower will shall furnish to the Administrative Agent promptly prompt (and in any event event, within thirty (30) days thereof30 days) written notice of any change (i) in (A) the legal name of any Loan Party’s legal name, as set forth in its such Loan Party’s organizational documents, (Bii) in the jurisdiction of organization incorporation or the form of organization of any Loan Party (including as a result of any merger or consolidation), (Ciii) in the location form of the chief executive office organization of any Loan Party or Party, (Div) the in any Loan Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, 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 Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower agrees not Party or (v) in any other information relating to effect or permit any change referred Loan Party that would require any steps to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent be taken to continue at all times following such change to have maintain a valid, legal and perfected security interest in all any Collateral. (b) At the time of delivery of financial statements pursuant to Section 5.01(a) prior to the Collateral affected thereby. The Release Date, Holdings and the Borrower also agrees promptly shall deliver to notify the Administrative Agent if completed Supplemental Perfection Certificates, signed by a Financial Officer of either Holdings or the Borrower (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion of changes in such information from the Collateral is damaged most recent Supplemental Perfection Certificates delivered pursuant to this Section 5.03 or destroyed. (ii) If (A) any material assets are acquired by any certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03. Supplemental Perfection Certificates shall be delivered relating only to the US Obligations Loan Party after the Closing Date Parties (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and willAluminerie Lauralco, 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 ‎(BSàrl), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required organized in Canada and any other Loan Parties for which is it customary in such Loan Parties’ respective jurisdictions to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsdeliver Supplemental Perfection Certificates on an annual basis.

Appears in 1 contract

Sources: Revolving Credit Agreement (Alcoa Corp)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) unless such Loan Party is a “registered organization” within the legal name meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 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 (i) setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Effective Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Amendment Agreement (Consolidated Communications Holdings, Inc.)

Information Regarding Collateral. (ia) The Borrower will furnish Furnish to the Administrative Agent promptly and the Collateral Agent (i) (A) in the case of the Borrower, at least 15 Business Days’ prior written notice of any proposed change, and (B) in the case of any event 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 thirty 30 days of any change, in each case relating to such Loan Party’s (30x) days thereofcorporate name, (y) without prejudice to any other limitations in this Agreement, jurisdiction of formation, incorporation or organization or jurisdiction in which its place of business (or the chief executive office if there is more than one place of business) is situated, or (z) identity or corporate structure, and (ii) written notice of any proposed change in (A) the legal name of within 30 days thereof relating to any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification number, if any, and the ’s Federal Taxpayer Identification Number of such (if applicable); provided that the Loan Party, in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees 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 UCC 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 affected therebyCollateral. The Borrower Loan Parties also agrees agree promptly to notify the Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Within 15 days after the end of each fiscal quarter of Parent, (i) deliver to the Collateral Agent a certificate of a Responsible Officer of Parent 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), (ii) If with respect to US registered Copyrights, use reasonable best efforts to deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party, listing all US registered Copyrights, in each case filed, acquired by, or transferred or assigned to, such Person at any time during such fiscal quarter, and (iii) deliver to the Collateral Agent a certificate of a Responsible Officer of Parent and each other applicable Loan Party listing any Patent that has become a Specified Patent (as defined in the Pledge and Security Agreement) during such fiscal quarter that has not previously been (A) any material assets are acquired by any Loan Party after identified as a Specified Patent in a Quarterly New IP and Specified Patent Report (as defined in the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereofPledge and Security Agreement) or (B) any Mortgaged Property is acquired by any Loan Party after included in the definition of Specified Patent as of the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will; provided that information not provided to Parent or such other applicable Loan Party by local counsel within such 15-day period shall be delivered, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) orrequired pursuant to this Section 5.06(b), in the case certificate for the immediately succeeding fiscal quarter of clause ‎(B)Parent, within ninety and (90ii) days (or comply with the requirements of Section 5.09 with respect to such longer period as the Administrative Agent may agree Intellectual Property in writing) after such Mortgaged Property is acquired, cause such assets order to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy ensure that the Collateral Agent has a valid, perfected, first priority security interest in, and Guarantee RequirementLien upon, includingsuch Intellectual Property. Notwithstanding the foregoing, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all solely to the extent required by and solely during the Collateral Documents. It is understood and agreed thatperiod in which a Governmental Authority requires that a Patent or Patent application remains secret, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the no Loan Parties Party shall not be required to obtain (1comply with the disclosure requirements of this Section 5.06(b) foreign local law pledges (2) landlord lien waivers, estoppels with respect to such Patent or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsPatent application.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Alcatel Lucent)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change 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 conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity, jurisdiction of incorporation or organization, or corporate or organizational structure or (Div) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such in any 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's Organization Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after Each year, at the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject time of delivery of annual financial statements with respect to the Lien preceding fiscal year pursuant to clause (a) of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing DateSection 5.01, the Borrower will promptly notify shall deliver to 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 a certificate of clause ‎(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the 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 Financial Officer of the Borrower and, in setting forth the case of clause ‎(A), all information required pursuant to the extent required by Perfection Certificate or confirming that there has been no change in such information since the Collateral Documents. It is understood and agreed that, notwithstanding anything date of the Perfection Certificate delivered on the Initial Effective Date or the date of the most recent certificate delivered pursuant to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (Afc Enterprises Inc)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in such Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) unless such Loan Party is a “registered organization” within the legal name meaning of the UCC, in the location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 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 (i) setting forth the information required pursuant to the Schedules to the Collateral Agreement or confirming that there has been no change in such information since the Restatement Date or the date of the most recent Schedule updates delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's name, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party Party, (iv) in any Loan Party's identity or type of organization or corporate structure or (Dv) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such 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 each case, only with respect to any Loan Party organized under the laws first sentence of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partythis paragraph. The Borrower 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 UCC 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 affected therebyCollateral. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. Each certificate delivered pursuant to this Section 5.03(b) shall identify in the format of Schedule II, III, IV or V, as applicable, of the Security Agreement all Intellectual Property (as defined in the Security Agreement) of any Loan Party in existence on the date thereof and not then listed on such Schedules as previously so identified to the Collateral Agent; 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) any material assets are acquired by that were not disclosed to any Loan Party after by the Closing Date (other than assets constituting Collateral under seller in connection with the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) Weider Acquisition or (B) any Mortgaged Property is acquired by any with respect to which no Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and willhas knowledge, as promptly as practicableof the date of such certificate, and in of registration information or (ii) 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 registered copyrights acquired, cause such assets directly or indirectly, by a Loan Party in connection with the 1999 Restatement Acquisition (A) with a registration issue date prior to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee RequirementJanuary 1, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements1980, or (3B) enter into Control Agreements with respects respect to Excluded Accountswhich no Loan Party has knowledge, as of the date of such certificate, of registration information.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (American Media Operations Inc)

Information Regarding Collateral. (ia) The Holdings or the Borrower will furnish to the First Lien Administrative Agent promptly prompt (and in any event within thirty (30) days thereofor such longer period as reasonably agreed to by the First Lien Administrative Agent) written notice of any change (i) in (A) the legal name of any Loan Party, ’s legal name (as set forth in its organizational documentscertificate of organization or like document), (Bii) in the jurisdiction of organization incorporation or the form of organization of any Loan Party or in the form of its organization or (including as a result of any merger or consolidation), (Ciii) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and number to the Federal Taxpayer Identification Number of extent that such Loan Party, Party is organized or owns Mortgaged Property in each case, only with respect to any Loan Party organized under the laws of a jurisdiction that requires such information where an organizational identification number is required to be set forth on the face of included in a UCC financing statement, of statement for such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyedjurisdiction. (b) Commencing with the financial statements for the fiscal year ended December 31, 2023, not later than five Business Days after financial statements are required to be delivered pursuant to Section 5.01(a), Holdings or the Borrower shall deliver to the First Lien Administrative Agent a certificate executed by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required pursuant to Paragraphs 1, 7, 8, 9, 10 and 11 of the Perfection Certificate or confirming that there has been no change in such information since the later of (x) the date of the Perfection Certificate delivered on the Effective Date or (y) the date of the most recent certificate delivered pursuant to this Section 5.03, (ii) If identifying any (Ax) any material assets are acquired by any Loan Party after 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 Closing Date most recently ended fiscal year and (other than assets constituting Collateral under the Collateral Documents iii) certifying that become subject all notices required to be given prior to the Lien date of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired such certificate by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection 5.03 have been given.

Appears in 1 contract

Sources: Credit Agreement (Sotera Health Co)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the number or Federal Taxpayer Identification Number of Number, if such Loan Party, in each case, only with respect to any Loan Party is organized under the laws of a jurisdiction that requires such information a Loan Party’s organizational identification number or Federal Taxpayer Identification Number to be set forth on the face of a UCC Uniform Commercial Code financing statement. Upon request, of such Loan Party. The Borrower the Company agrees not to effect deliver all executed or permit any change referred to in the preceding sentence unless all authenticated financing statements and other filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly following any such change. (b) At the time of delivery of financial statements pursuant to notify Section 5.01(a), the Company shall deliver to the Administrative Agent if any material portion a completed Supplemental Perfection Certificate, signed by a Financial Officer of the Collateral is damaged Company, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date) or destroyed(ii) certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Perfection Certificate delivered on the Closing Date). (iic) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject With respect to the Lien Israeli Collateral Agreements, promptly upon receipt of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Datepledge certificates, the Borrower will promptly notify Company shall deliver to the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or an original of 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 certificate together with a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense copy of the Borrower and, in relevant registry evidencing the case registration of clause ‎(A), all to the extent required by the any such Israeli Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsAgreement.

Appears in 1 contract

Sources: Credit Agreement (Mellanox Technologies, Ltd.)

Information Regarding Collateral. (ia) The Holdings and the --------------------------------- U.S. Borrower will furnish to the U.S. Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization 107 establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized under Number. Holdings and the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees Borrowers agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 Collateral affected therebyfor 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 Holdings and the Borrowers also agrees agree promptly to notify the U.S. Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after Each year, at the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject time of delivery of annual financial statements with respect to the Lien preceding Fiscal Year pursuant to clause (a) of Section 5.01, the U.S. Borrower shall deliver to the U.S. Administrative Agent a certificate signed by an officer of the Collateral Documents upon U.S. Borrower setting forth the acquisition thereof) information required pursuant to the Perfection Certificate or (B) any Mortgaged Property is acquired by any Loan Party after confirming that there has been no change in such information since the Closing Date, the Borrower 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 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 date of the Borrower and, in Perfection Certificate delivered on the case Effective Date or the date of clause ‎(A), all the most recent certificate delivered pursuant to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (United Rentals North America Inc)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or (v) in any Loan Party, in each case, only with respect to any ’s jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 Collateral affected therebyrelevant Collateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Crown Holdings Inc)

Information Regarding Collateral. (ia) The Borrower Each Loan Party will furnish to the Administrative Collateral Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in such Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such or its organizational identification number or (v) in any Loan Party, in each case, only with respect to any 's jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless (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 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 affected therebyCollateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Collateral Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to clause (b) of Section 5.01, the Borrowers shall deliver to the Collateral Agent a certificate of a Financial Officer and the chief legal officer (or individual having the analogous title) of each of the Borrowers (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower Each Loan Party will --------------------------------- furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party's Federal Taxpayer Identification Number of such or (v) in any Loan Party, in each case, only with respect to any 's jurisdiction of organization. Each Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Party. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 Collateral affected therebyrelevant Collateral. The Borrower Each Loan Party also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (b) of Section 5.01, each Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and the chief legal officer of each Borrower (i) setting forth the information required pursuant to Sections 1, 2, 7, 8, 12, 13, 14, 15, 16, 17 and 18 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all UCC financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Crown Holdings Inc)

Information Regarding Collateral. (i) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) or, in the case of clause ‎(B(B), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (Energizer Holdings, Inc.)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth any office in its organizational documents, 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 by it or at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification in any Loan Party's Federal Taxpayer Identification Number or organization number, if any, and assigned by the Federal Taxpayer Identification Number of such Loan Party, in each case, only with respect to any Loan Party organized jurisdiction 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 Partywhich it is organized. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyin which a security interest can be perfected by filing. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (iib) If (A) any material assets are acquired by any Loan Party after Each year, at the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject time of delivery of annual financial statements with respect to the Lien preceding fiscal year pursuant to clause (a) of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing DateSection 5.01, the Borrower will promptly notify shall deliver to the Administrative Agent thereof a certificate of a Financial Officer 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 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 chief legal officer of the Borrower and, setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the case date of clause ‎(A), all the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (Land O Lakes Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) Agents prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, its principal place of business, its "location" (as set forth determined under Section 9-307 of Revised Article 9 of the UCC) any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any U.S. Loan Party's 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 PartyNumber. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyCollateral. The Borrower 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 5.01, the Company shall deliver to the Administrative Agents a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon the acquisition thereofhave been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreements for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Information Regarding Collateral. (ia) The Borrower will furnish Furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name, (Aii) in the legal name location of any Loan Party’s chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s identity or corporate structure, (Div) the organizational identification number, if any, and the in any Loan Party’s Federal Taxpayer Identification Number of such or (v) in any Loan Party, in each case, only with respect to any Loan Party organized under the laws ’s jurisdiction of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyorganization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to clause (a) of Section 5.01, deliver to the Administrative Agent if and the Collateral Agent a certificate of a Financial Officer and the chief legal officer of Borrower (i) setting forth any material portion changes to the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Collateral is damaged Perfection Certificate delivered on the Closing Date or destroyed. the date of the most recent certificate delivered pursuant to this Section 5.13(b) and (ii) If certifying that the Borrower and its Subsidiary have not taken any actions (Aand are not aware of any actions so taken) to terminate any material assets are acquired by any Loan Party after UCC Financing Statements or other filings on record to perfect the Closing Date (other than assets constituting Collateral security interests and Liens under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Security Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (Broder Bros Co)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly at least fifteen (and in any event within thirty (3015) days thereof(or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change (i) in any Loan Party's corporate, limited liability company or partnership name, (Aii) in the legal name location of any Loan Party's its "location" (as determined under Section 9-307 of the UCC), as set forth in its organizational documents, chief executive office or principal place of business (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's organizational structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 Partyor state organizational number. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly Collateral. (b) Each year, at the time required for delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to clause (a) of Section Financial Statements and Other Information, the Company shall deliver to the Administrative Agent if any material portion a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent Issuer shall promptly (and in any event within thirty (30) days thereof) written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all notify the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged physically damaged, destroyed or destroyedcondemned. (iib) If (A) any material assets are acquired by any Loan Party Each year, within 120 days after the Closing Date end of the preceding fiscal year, the Issuer shall deliver to the Trustee and the Collateral Agent a certificate of a responsible financial or accounting Officer setting forth the information required pursuant to the schedules required by the Security Documents or confirming that there has been no change in such information since the date of the prior annual financial statements. (c) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other than assets constituting Collateral expert. (d) Notwithstanding anything to the contrary herein, the Issuer and 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 Documents that become 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 Collateral Security Documents upon the acquisition thereof) that has become worn out, defective, obsolete or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any event within thirty (30) days (not used or such longer period as the Administrative Agent may agree in writing) or, useful 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges business; (2) landlord lien waiversabandoning, estoppels terminating, canceling, releasing or collateral access agreements, making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; (3) enter into Control Agreements with respects surrendering or modifying any franchise, license or permit subject to Excluded Accountsthe 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. (ia) The Concurrently with the delivery of information under Section 5.01(a) or (b), the Borrower will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in (A) the legal name of any Loan Party, as set forth 's legal name or in any trade name used to identify it in the conduct of its organizational documentsbusiness or in the ownership of its properties, (Bii) in the jurisdiction of organization or the form of organization case of any Loan Party that is not a "registered organization" (including as a result defined in Article 9 of any merger or consolidationthe Uniform Commercial Code in effect in the State of New York), (C) in the location of the chief ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇ executive office of office, (iii) in any Loan Party Party's identity or corporate structure, (Div) the in any Loan Party's "organizational identification number" or any similar jurisdictional identification number required for the filing of financing statements in any applicable jurisdiction, if any, and the Federal Taxpayer Identification Number of such or (v) in any Loan Party, in each case, only with respect to any Loan Party organized under the laws 's jurisdiction of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, of such Loan Partyorganization. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Collateral. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01 (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 also agrees promptly shall deliver to notify the Administrative Agent if any material portion a certificate of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 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 Financial Officer of the Borrower and, setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the case date of clause ‎(A), all the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded AccountsSection.

Appears in 1 contract

Sources: Credit Agreement (St John Knits International Inc)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Collateral Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity or corporate structure or (Div) the organizational identification number, if any, and the in any Loan Party's 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 Partyor Organizational Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Collateral affected thereby. The Agent a certificate of a Financial Officer of the Borrower also agrees promptly (i) either updating any information in the Perfection Certificate delivered on the Effective Date that has changed since the delivery of 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 notify the Administrative Agent if any material portion this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after other appropriate office necessary to protect and perfect the Closing Date (other than assets constituting Collateral security interests under the Collateral Documents that become subject to the Lien Agreement for a period of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party not less than 18 months after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, date of such certificate (except as promptly as practicable, and in noted therein with respect to 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 continuation statements to be subjected to a Lien securing the Secured Obligations and take filed within such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(Aperiod), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (T Netix Inc)

Information Regarding Collateral. (ia) The Borrower Holdings and the Borrowers will furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) Agent, prompt written notice of any change (i) in (A) the legal name of any Loan Party’s legal name, as set forth in its such Loan Party’s organizational documents, (Bii) 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 or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Holdings and each Borrower agrees agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the 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 affected thereby. The Borrower also agrees promptly Collateral. (b) At the time of delivery of financial statements pursuant to notify Section 8.01(a), Holdings and the Borrowers shall deliver to the Administrative Agent if a completed Supplemental Perfection Certificate, signed by an Authorized Officer of each of Holdings and the Borrowers, (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Effective Date) or destroyed. (ii) If certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 8.03 (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject or, prior to the Lien first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Effective Date, the Borrower 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

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

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly prompt written notice of any change (and i) in any event within thirty Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (30ii) in the location of any Loan Party's chief executive office, 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 by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number or state organizational number. Without limitation of the foregoing, the Company will furnish to the Administrative Agent at least fifteen (15) days thereof(or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change in (A) the legal name of any Loan Party, as set forth in its organizational documents, (B) the jurisdiction 's state of organization or the form of organization of any Loan Party (including as a result of any merger or consolidation), (C) the location of the chief executive office of any Loan Party or (D) the organizational identification 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 Partyincorporation. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly to notify the extent it is intended to be so perfected on the date hereof. (b) Each year, at the time required for delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agent if any material portion a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Information Regarding Collateral. (ia) The Borrower Company will furnish to the Administrative Agent promptly at least fifteen (and in any event within thirty (3015) days thereof(or such shorter period of time as may be agreed to by the Administrative Agent) prior written notice of any change (i) in any Loan Party’s corporate, limited liability company or partnership name, (Aii) in the legal name location of any Loan Party’s its “location” (as determined under Section 9-307 of the UCC), as set forth in its organizational documents, chief executive office or principal place of business (B) including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party’s organizational structure or (Div) the organizational identification number, if any, and the in any Loan Party’s 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 Partyor state organizational number. The Borrower Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected thereby. The Borrower also agrees promptly Collateral. (b) Each year, at the time required for delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to clause (a) of Section 5.01, the Company shall deliver to the Administrative Agent if any material portion a certificate of a Financial Officer and the chief legal officer of the Company (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral is damaged have been filed of record in each governmental, municipal or destroyed. other appropriate office in each jurisdiction identified pursuant to clause (iii) If (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood and agreed that, notwithstanding anything security interests under the Security Agreement for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Information Regarding Collateral. (ia) The Borrower will --------------------------------- furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change (i) in any Loan Party's corporate name, (Aii) in the legal name location of any Loan Party's chief executive office, as set forth its principal place of business, any office in its organizational documents, which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral (Bother than real property and improvements and fixtures thereto) owned by it with a book value in excess of $250,000 is located (including the jurisdiction of organization or the form of organization establishment of any Loan Party (including as a result of any merger such new office or consolidationfacility), (Ciii) the location of the chief executive office of in any Loan Party Party's identity, corporate structure or jurisdiction of incorporation or formation or (Div) the organizational identification number, if any, and the in any Loan Party's 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 PartyNumber. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC 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 affected therebyand 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 also agrees promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed. (b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer and a legal officer of the Borrower (i) setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and (ii) If certifying that all Uniform Commercial Code financing statements (Aincluding fixture filings, as applicable) any material assets are acquired by any Loan Party after the Closing Date (or other than assets constituting Collateral under the Collateral Documents that become subject to the Lien appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral Documents upon and the acquisition thereofcollateral 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) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative Agent thereof and will, as promptly as practicable, and in any 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all above to the extent required by necessary to protect and perfect the Collateral Documents. It is understood security interests under the Security Agreements and agreed that, notwithstanding anything 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 the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not continuation statements to be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accountsfiled within such period).

Appears in 1 contract

Sources: Credit Agreement (McLeodusa Inc)

Information Regarding Collateral. (ia) The Borrower will furnish to the Administrative Agent promptly prompt (and in any event within thirty (30) days thereof30 days) written notice of any change (i) in any Loan Party’s legal name, as set forth in such Loan Party’s organizational documents, (Aii) in the legal name jurisdiction of incorporation or organization of any Loan Party, as set forth (iii) in its organizational documents, (B) the jurisdiction of organization or the form of organization of any Loan Party or (including as a result of any merger or consolidation), (Civ) the location of the chief executive office of in any Loan Party or (D) the Party’s organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any a Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Loan Party. The Borrower agrees not to effect or permit shall 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 UCC or otherwise that are required in order for perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. (b) within 90 days after the end of each fiscal year, the Borrower shall deliver to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral affected thereby. The Borrower also agrees promptly to notify the Administrative Agent if a completed Supplemental Perfection Certificate (i) setting forth the information required pursuant to the Supplemental Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any material portion changes in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (or, prior to the first delivery of a Supplemental Perfection Certificate, from the Collateral is damaged Perfection Certificate delivered on the Effective Date) or destroyed. (ii) If certifying that there has been no change in such information from the most recent Supplemental Perfection Certificate delivered pursuant to this Section 5.03 (A) any material assets are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject or, prior to the Lien first delivery of a Supplemental Perfection Certificate, from the Collateral Documents upon Perfection Certificate delivered on the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Effective Date, the Borrower 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 Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (ChampionX Corp)

Information Regarding Collateral. (ia) The Borrower will Company will, at all times during each Non-Investment Grade Period, furnish to the Administrative Agent promptly (and in any event within thirty (30) days thereof) prompt written notice of any change in (Ai) the legal name of any Guarantor Loan Party, as set forth in its organizational documents, (Bii) the jurisdiction of organization or the form of organization of any Guarantor Loan Party (including as a result of any merger or consolidation), (Ciii) the location of the chief executive office of any Guarantor Loan Party or (Div) the organizational identification number, if any, and the Federal Taxpayer Identification Number of such Loan Partyor, in each case, only with respect to any Guarantor Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC Uniform Commercial Code financing statement, the Federal Taxpayer Identification Number of such Guarantor Loan Party. The Borrower 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 UCC 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 affected thereby. The Borrower also agrees promptly owned by such Guarantor Loan Party. (b) Each year, at the time of delivery of annual financial statements with respect to notify the preceding fiscal year pursuant to Section 5.01(a), the Company shall deliver to the Administrative Agent if any material portion a certificate executed by an officer of the Collateral is damaged or destroyed. (ii) If (A) any material assets are acquired by any Loan Party after Company setting forth the Closing Date (other than assets constituting Collateral under the Collateral Documents that become subject information required pursuant to the Lien Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the Collateral Documents upon the acquisition thereof) or (B) any Mortgaged Property is acquired by any Loan Party after the Closing Date, the Borrower will promptly notify the Administrative 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 ‎(Bmost recent certificate delivered pursuant to this Section 5.04(b), within ninety (90) days (or such longer period as the Administrative Agent may agree in writing) after such Mortgaged Property is acquired, cause such assets to be subjected to a Lien securing the Secured Obligations and take such actions as shall be necessary or reasonably requested by the Administrative Agent to satisfy the Collateral and Guarantee Requirement, including, without limitation, to grant and perfect such Lien, all at the expense of the Borrower and, in the case of clause ‎(A), all to the extent required by the Collateral Documents. It is understood and agreed that, notwithstanding anything to the contrary set forth in this Agreement or in any Collateral Document, the Loan Parties shall not be required to obtain (1) foreign local law pledges (2) landlord lien waivers, estoppels or collateral access agreements, or (3) enter into Control Agreements with respects to Excluded Accounts.

Appears in 1 contract

Sources: Credit Agreement (NCR Corp)