Common use of Information Regarding Collateral Clause in Contracts

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement (Davita Healthcare Partners Inc.), Credit Agreement (Davita Inc)

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Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction)) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysten (10) Business Days’ prior written noticenotice (in the form of an Officers’ Certificate) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agent Agent, upon request therefor, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agent purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of Mortgaged Propertymain interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to the extent such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 4 contracts

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

Information Regarding Collateral. (a) Not effect any change change, (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by (in the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aform of an Officers’ Certificate) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 4 contracts

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

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Treating LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 4 contracts

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

Information Regarding Collateral. Not No Borrower Party shall effect any change (i) in any Loan Party’s Borrower Party legal name, (ii) in the location of any Loan Borrower Party’s chief executive office, (iii) in any Loan Borrower Party’s identity or organizational structure, (iv) in any Loan Borrower Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Borrower Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 10 days’ prior written noticenotice (in the form of an certificate of a duly authorized officer of a Borrower Party ), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicable. Each Loan Borrower Party agrees to promptly provide the Collateral Agent Lender with certified Constitutive Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Loan Borrower Party also agrees to promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral with a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of Mortgaged Propertyemployees, (c) Collateral which is out for repair or processing and (d) Collateral sold, licensed or otherwise disposed of in the ordinary course of business.

Appears in 3 contracts

Samples: Security Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.), Loan Agreement (Invuity, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 3 contracts

Samples: Credit Agreement (SFBC International Inc), Credit Agreement (Cambium-Voyager Holdings, Inc.), Credit Agreement (Itron Inc /Wa/)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (viv) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given give the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to material Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Landlord Access Agreement.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Credit Agreement (Lifetime Brands, Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction)) or (vi) in the case of tangible personal property in Canada, the Province in which such property is located, unless a PPSA financing statement has already been filed in respect of the Loan Party in the province to which the property is re-located until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Patriot Manufacturing, Inc.)

Information Regarding Collateral. Not effect (a) With respect to any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (ii) in any Loan Party's identity or organizational structure, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, any or (viv) in any Loan Party’s 's jurisdiction of organization (in each case, including including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral is located owned by it (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of Mortgaged Propertythe Collateral is subject to a Casualty Event.

Appears in 3 contracts

Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. Not effect (a) Furnish, and will cause each Loan Party to furnish, to each of the Administrative Agent, and the Collateral Agent prompt written notice of (i) any change (iA) in any Loan PartyRestricted Subsidiary’s legal namecorporate name as set forth in its certificate of incorporation, certificate of formation or other relevant Constituent Documents, (ii) in the location of any Loan Party’s chief executive office, (iiiB) in any Loan Party’s identity office or organizational structure, facility (iv) in other than any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction location within the control of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aAgent) or (b) notice may be delivered promptly after such change), at which material portions 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), (C) in any Restricted Subsidiary’s corporate structure or (D) in any Restricted Subsidiary’s Federal Taxpayer Identification Number; (ii) any formation or acquisition after the Funds Availability Date of any Subsidiary that is not an Unrestricted Subsidiary; (iii) any sale, transfer, lease, issuance or other disposition (by way of merger, consolidation, operation of law or otherwise) after the Funds Availability Date of any Equity Interests of any Subsidiary that is not an Excluded Subsidiary to any Person other than changes the Borrower or another Subsidiary Guarantor; and (iv) any Excluded Subsidiary that ceases to be an Excluded Subsidiary. The Borrower agrees not to effect or permit any change referred to in location the preceding sentence with respect to a Loan Party unless it has given notice to the Administrative Agent and the Collateral Agent at least 5 Business Days before the change, so that a reasonable period has been provided for making all filings under the UCC or otherwise and taking all other actions, in each case that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected (subject to the limitations set forth in Section 3.19) security interest in all the Collateral (other than any Excluded Perfection Assets). The Borrower also agrees promptly to notify each of Mortgaged Propertythe Administrative Agent and the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

Appears in 3 contracts

Samples: Credit Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/), Collateral Agreement (Enexus Energy CORP)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc), Credit Agreement (Sciele Pharma, Inc.)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 3 contracts

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

Information Regarding Collateral. Not effect any change (ia) in any Loan Party’s legal name, (iib) in the location of any Loan Party’s chief executive office, (iiic) in any Loan Party’s identity or organizational structure, (ivd) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (ve) 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), in each case, until (Ai) it the Borrower shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to dodo (or, with respect to the change in the Borrower’s name and organizational structure anticipated to occur in anticipation of or substantially concurrently with the IPO, ten (10) Business Days’ notice), clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it the Loan Parties shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicableincluding such actions required to comply with the requirements of Section 3.4 of the Security Agreement and Section 4 of the Mortgage in favor of the Collateral Agent. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Third Party Consent Agreement.

Appears in 2 contracts

Samples: Assignment and Assumption (Philadelphia Energy Solutions Inc.), Assignment and Assumption (Philadelphia Energy Solutions Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by (in the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aform of an Officers’ Certificate) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Samples: Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.), First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Ventiv Health Inc), Credit Agreement (Inventiv Health Inc)

Information Regarding Collateral. Not No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Requisite Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), 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 Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.

Appears in 2 contracts

Samples: Indenture (Gevo, Inc.), Registration Rights Agreement (Gevo, Inc.)

Information Regarding Collateral. Not effect any change (ia) in any Loan Transaction Party’s legal name, (iib) in the location of any Loan Transaction Party’s chief executive office, (iiic) in any Loan Transaction Party’s identity or organizational structure, (ivd) in any Loan Transaction Party’s Federal Taxpayer Identification Number or organizational identification number, number (if any, ) or (ve) in any Loan Transaction 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), in each case, until (Ai) it PESRM shall have given the Collateral Agent and the Administrative Agent MLC not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)MLC, of its intention so to dodo (or, with respect to the change in PESRM’s name and organizational structure anticipated to occur in anticipation of or substantially concurrently with the IPO, ten (10) Business Days’ notice), clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent MLC may reasonably request and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it the Transaction Parties shall have taken all action reasonably satisfactory to the Collateral Agent MLC to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties MLC in the Collateral, if applicableincluding such actions required to comply with the requirements of Section 3.4 of the Supply and Offtake Security Agreement and the Mortgage in favor of the SOA Collateral Agent. Each Loan Transaction Party agrees to promptly provide the Collateral Agent MLC with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Transaction Party also agrees to promptly notify the Collateral Agent MLC of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Third Party Consent Agreement.

Appears in 2 contracts

Samples: Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.), Supply and Offtake Agreement (Philadelphia Energy Solutions Inc.)

Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s its Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 10 days’ prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicable. Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower Party Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.

Appears in 2 contracts

Samples: Loan Agreement, Loan Agreement (Progenics Pharmaceuticals Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s 's legal namename (including as a result of a changing identity or organizational structure), (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (viii) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days' prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required under any Loan Document. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

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

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Term Loan Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysten (10) 110 Business Days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agent purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland, nor shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location Regulation) in any other jurisdiction, (iii) nor shall nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any office Swiss Guarantor have an “establishment” in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located other jurisdiction, (including the establishment iv) nor shall German Seller change its centre of any such new office or facility), other than changes in location of Mortgaged Propertymain interest from Germany.

Appears in 2 contracts

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

Information Regarding Collateral. Not effect any change (i) in any Loan PartyBorrower’s legal name, name or (ii) in the location of any Loan PartyBorrower’s chief executive registered office, until it shall have given the Collateral Agent and the Facility Agent not less than ten (iii10) in days’ prior written notice. And with respect to (i) any Loan PartyBorrower’s identity or organizational structure, or (ivii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan PartyBorrower’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), not effect any change until (A) it shall have given the Collateral Agent and the Administrative Facility Agent not less than 30 thirty (30) days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Facility Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Borrower agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 2 contracts

Samples: Facility Agreement, Facility Agreement (Equinix Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, ; (ii) in the location of any Loan Party’s chief executive 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, if any, ; or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent Agent, the Collateral Trustee and the Administrative Agent and the Collateral Trustee not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent or the Collateral Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changeas applicable), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent, the Administrative Agent or the Administrative Agent Collateral Trustee (as applicable) may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent or the Collateral Trustee (as applicable) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties or the Collateral Trustee in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent and the Collateral Trustee, if applicable, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 2 contracts

Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)

Information Regarding Collateral. (a) Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 30 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 2 contracts

Samples: Security Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days, subject to extension in the sole discretion of the Collateral Agent) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.

Appears in 2 contracts

Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. Not effect Furnish to the Administrative Agent prompt written notice of any change (ia) in any Loan Party’s legal corporate name, (iib) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structureits principal place of business, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification numberand, if any, or (v) in any Loan Party’s jurisdiction upon request of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticeAgent, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (c) in any Loan Party’s identity, jurisdiction of organization or organizational structure or (d) in any Loan Party’s U.S. Federal Taxpayer Identification Number, as applicable, and, in any event, no such change shall be effected or permitted unless all filings have been made (or will be made on a timely basis) under applicable Laws or otherwise and all other actions have been taken (or will be taken on a timely basis) 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; provided that any such written notice under clauses (a) or (c) above shall be given to the PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. Administrative Agent (or such shorter period as the Administrative Agent may agree in writing) not less than changes in location thirty (30) days prior to such change; provided, further, that no Loan Party shall change its jurisdiction of Mortgaged Propertyorganization to a jurisdiction located outside the United States without the consent of the Required Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $1.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 2 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, Borrower shall promptly notify Lender of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 10 days’ prior written notice, or such lesser notice period agreed to by (in the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aform of an Officers’ Certificate) or (b) notice may be delivered promptly after such change), 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicable. Each Loan Party agrees to shall promptly provide the Collateral Agent Lender with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

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

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Borrower agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Jacobs Entertainment Inc), Credit Agreement (Jacobs Entertainment Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysten (10) Business Days’ prior written noticenotice (in the form of an Officers’ Certificate) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agent Agent, upon request therefor, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agent purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of Mortgaged Propertymain interest from Germany, (v) nor shall any Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction and (vii) other than as provided in paragraph (ii) above, no Guarantor (to the extent such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 2 contracts

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

Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.

Appears in 2 contracts

Samples: Credit Agreement (Railamerica Inc /De), Management Shareholder Agreement (Railamerica Inc /De)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent Agent, the Collateral Trustee and the Administrative Agent and the Collateral Trustee not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent or the Collateral Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changeas applicable), of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent, the Administrative Agent or the Administrative Agent Collateral Trustee (as applicable) may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent or the Collateral Trustee (as applicable) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties or the Collateral Trustee in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent and the Collateral Trustee, if applicable, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent and the Collateral Trustee (if applicable) of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral having a value in excess of $250,000 is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Administrative Agent or Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees agrees, as soon as practicable, to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Agreement or the most recent supplement thereto.

Appears in 1 contract

Samples: Credit Agreement (Delta Petroleum Corp/Co)

Information Regarding Collateral. Not effect (a) With respect to any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iiiii) in any Loan Party’s identity or organizational structure, (iviii) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, any or (viv) in any Loan Party’s jurisdiction of organization (in each case, including including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), such Loan Party shall not effect such change until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it such change, such Loan Party shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Upon the request of the Collateral Agent, but, unless a Default has occurred and is continuing, not more often than once every three months, such Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral is located owned by it (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Borrower also agrees promptly to notify the Administrative Agent and the Collateral Agent if any material portion of Mortgaged Propertythe Collateral is subject to a Casualty Event.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. Not (a) Subject to Section 10.17, not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agent Agents and the applicable Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the such Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the such Collateral Agent Agents or the such Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the such Collateral Agent Agents to maintain the perfection and priority of the security interest of the such Collateral Agent Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agent Agents with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agent Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Option Credit Agreement (Linens N Things Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Pari Passu Priority Collateral owned by it is located (including the establishment of any such new office or facility) other than changes in location to a property identified on Schedule 3.24, another property location previously identified on a Perfection Certificate Supplement or otherwise by notice to the Administrative Agent and the Collateral Agent, as to which the steps required by clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a Landlord Access Agreement, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysten (10) Business Days’ prior written noticenotice (in the form of an Officers’ Certificate) of its intention to do so, or such lesser notice period agreed to by the Administrative Agent and the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the 220 1060441.101066947.03-CHISR01A - MSW Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Administrative Agent and the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Administrative Agent and the Collateral Agent Agent, upon request therefor, with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify For the Collateral Agent purposes of the Regulation, (i) no U.K. Guarantor shall change its centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the location of Regulation) in any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), jurisdiction other than changes Ireland or Germany, (iii) nor shall any Swiss Guarantor change its centre of main interest from Switzerland, nor shall any Swiss Guarantor have an “establishment” in location any other jurisdiction, (iv) nor shall German Seller change its centre of Mortgaged Propertymain interest from Germany, (v) nor shall any Dutch Guarantor change its centre of main interest from the Netherlands, nor shall any Dutch Guarantor have an “establishment” in any other jurisdiction, (vi) nor shall any French Guarantor change its centre of main interest from France, nor shall any French Guarantor have an “establishment” in any other jurisdiction, (vii) nor shall any Belgian Guarantor change its centre of main interest from Belgium, nor shall any Belgian Guarantor have an “establishment” in any other jurisdiction and (viii) other than as provided in paragraph (ii) above, no Guarantor (to the extent such Guarantor is subject to the Regulation) shall have a centre of main interest other than as situated in its jurisdiction of incorporation.

Appears in 1 contract

Samples: Credit Agreement (Novelis Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer’s Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, and, in each case, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 daysfive (5) Business Days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent upon its request with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)

Information Regarding Collateral. (j) Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 5 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take 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 38669945_32 Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Quest Resource Corp)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Navisite Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent Trustee and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Trustee, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent Trustee or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Trustee to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent Trustee of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Builders FirstSource, Inc.)

Information Regarding Collateral. Not The Loan Parties will not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains material books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Consent Agreement.

Appears in 1 contract

Samples: Credit Agreement (NPC International Inc)

Information Regarding Collateral. Not (a) The Company shall, and it shall cause the Subsidiary Guarantors to, not effect any change (i) in the legal name of any Loan Party’s legal name, (ii) in the location of any such Loan Party’s 's chief executive office, (iii) in any such Loan Party’s 's identity or organizational structure, (iv) in any such Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any such Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each such Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Documents corporate or similar organizational documents reflecting any of the changes described in the preceding sentence. Each Loan Party also The Company and each other Subsidiary granting a security interest in Collateral pursuant to a Security Document agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Wellman Inc)

Information Regarding Collateral. Not The Company shall not and shall not permit any of its Subsidiaries to effect any change (i) in any Loan Party’s Issuer's legal name, (ii) in the location of any Loan Party’s Issuer's chief executive office, (iii) in any Loan Party’s Issuer's identity or organizational structure, (iv) in any Loan Party’s Issuer's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s Issuer's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Agent, in each case, to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party Issuer agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Issuer also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Purchase and Security Agreement (Brown Jordan International Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Banta Corp)

Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s its Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 days’ ten (10) days prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicableapplicable (subject to the limitations set forth in Section 8.12(b)). Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral is located (including the establishment of any such new office or facility), other than (a) changes in location to mortgaged property, (b) Collateral which is in-transit or in the possession of Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Appears in 1 contract

Samples: Loan Agreement (Adamas Pharmaceuticals Inc)

Information Regarding Collateral. Not (a) No Loan Party shall effect any change (i) in any such Loan Party’s legal name, (ii) in the location of any such Loan Party’s chief executive officeoffice or legal domicile, (iii) in any such Loan Party’s identity or organizational structure, (iv) in any such Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any such Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to requested by the Collateral Administrative Agent to maintain (to the extent provided in the applicable Loan Document) the perfection and priority of the security interest Lien of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $1,000,000 in value is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (Foamex International Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agent Agents and the applicable Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the such Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the such Collateral Agent Agents or the such Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the such Collateral Agent Agents to maintain the perfection and priority of the security interest of the such Collateral Agent Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agent Agents with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agent Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.Property or a leased property subject to a Landlord Access Agreement. 110

Appears in 1 contract

Samples: Credit Agreement (Linens N Things Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $2.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Mattress Firm Holding Corp.)

Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the First Lien Term Loan Credit Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Revolving Credit Agreement (Tousa Inc)

Information Regarding Collateral. Not No Pledgor shall effect any change (i) in any Loan Party’s Pledgor's legal name, (ii) in the location of any Loan Party’s Pledgor's chief executive office, (iii) in any Loan Party’s Pledgor's identity or organizational structure, (iv) in any Loan Party’s Pledgor's Federal Taxpayer Identification Number or organizational identification numbernumber or similar number as is applicable in the jurisdiction of organization or incorporation of such Pledgor, if any, or (v) in any Loan Party’s Pledgor's jurisdiction of organization or incorporation, as applicable (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written notice, ' (or such lesser notice shorter period as agreed to by the Collateral Administrative Agent in its reasonable discretion) prior written notice (it being understood that with respect in the form of a certificate from a Responsible Officer of the Company in form and substance reasonably satisfactory to changes solely due to transactions permitted by Section 7.4(athe Administrative Agent) or (b) notice may be delivered promptly after such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Pledged Collateral, if applicable. Each Loan Party Upon Administrative Agent's request, each Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Pledgor also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Security Agreement (Itron Inc /Wa/)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Kendle International Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agent Agents and the applicable Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the such Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the such Collateral Agent Agents or the such Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the such Collateral Agent Agents to maintain the perfection and priority of the security interest of the such Collateral Agent Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agent Agents with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agent Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.Property or a leased property subject to a Landlord Access Agreement. 130

Appears in 1 contract

Samples: Credit Agreement (Linens N Things Inc)

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Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, and in the case of clauses (ii) through (v), not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, and, in each case, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. Prior to the Discharge of Mortgaged PropertyFirst Lien Obligations, Holdings and the Borrower shall, and shall cause each Subsidiary to, comply with the requirements of this Section 5.13 with respect to the Obligations hereunder only to the same extent that Holdings, the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 5.13 with respect to the First Lien Obligations in the First Lien Credit Agreement.

Appears in 1 contract

Samples: Second Lien Credit Agreement (PGT, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), in each case if doing so would result in the failure of the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (International Coal Group, Inc.)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction, but excluding any merger, reorganization, dissolution, liquidation or organization of one or more Guarantors (other than Holdings) into another Loan Party so long as none of the changes described in (i) through (v) results with respect to such other Loan Party), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent upon request with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (TiVo Corp)

Information Regarding Collateral. Not effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior (or, in the case of the foregoing clause (ii), prompt subsequent) written noticenotice (in the form of an officers’ certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vycom Corp.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (On Assignment Inc)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidatingliquidat- ing, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral with a fair market value in excess of $2.0 million is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Mattress Firm Holding Corp.)

Information Regarding Collateral. Not Other than pursuant to the Par Acquisition, not effect any change (i) in the legal name of any Loan Transaction Party’s legal name, (ii) in the location of any Loan Transaction Party’s chief executive office, (iii) in any Loan Transaction Party’s identity or organizational structure, (iv) in any Loan Transaction Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Transaction Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Party A not less than 30 days’ prior written noticenotice (in the form of certificate signed by a Responsible Officer), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Party A, 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 Party A may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Party A to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Party A in the Collateral, if applicable. Each Loan Transaction Party agrees to promptly provide the Collateral Agent with Party A certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of ; provided that certified Organization Documents reflecting any change changes described in the location of any office preceding sentence effected in which it maintains books connection with the Par Acquisition shall be provided to Party A on or records relating to Collateral owned by it or any office or facility at which Collateral is located (including before the establishment of any such new office or facility), other than changes in location of Mortgaged Property8th Amendment Effective Date.

Appears in 1 contract

Samples: 2002 Master Agreement (Par Pacific Holdings, Inc.)

Information Regarding Collateral. Not No Credit Party shall effect any change (or allow any Unrestricted Subsidiary that is a Domestic Subsidiary to effect any change) (i) in any Loan Credit Party’s or any Unrestricted Subsidiary’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s or any Unrestricted Subsidiary’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s or Unrestricted Subsidiary’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Requisite Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), 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 Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Warrant Agreement (Gevo, Inc.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (other than in the case of any liquidation or dissolution of Regency Gas Marketing LP in accordance with Section 6.05(e)) (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 20 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such notice may be provided promptly (but in no event later than 15 days) after effecting the changes described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or of any change in the location, other than in the ordinary course of its business, of any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Information Regarding Collateral. Not Other than with respect to any Immaterial Subsidiary, (a) not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive officeoffice (if such Loan Party is not a registered organization), (iii) in any Loan Party’s identity or organizational structuretype, (iv) in any Loan Party’s Federal Taxpayer Identification Number federal taxpayer identification number or organizational identification number, if anyany (except as may be required by applicable Legal Requirements, in which case, the Borrower shall promptly notify the Administrative Agent of such change), or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until unless (A) it shall have given gives the Collateral Agent and the Administrative Agent not less than 30 thirty (30) days’ prior written notice, (or such lesser notice shorter period as agreed to in writing by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(aAgent) or (b) prior written notice may be delivered promptly after of such change), 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken takes all action reasonably satisfactory to requested by the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, subject to the terms, conditions and limitations of this Agreement and the Security Documents. Each Loan Party agrees to shall promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to shall promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Inotiv, Inc.)

Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the Revolving Credit Loan Documents and the First Lien Term Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Tousa Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officer's Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (SFBC International Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdictionjurisdiction (except as otherwise provided hereunder)), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentencesentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than (x) changes in the location of Mortgaged Propertysuch Collateral to real property owned by a Loan Party or to leased property subject to a Landlord Access Agreement, and (y) changes in the location of inventory to the location of third party vendors of such Loan Party solely for the purpose of further processing, but only so long as the value of such inventory for all Loan Parties does not exceed $1,000,000 in the aggregate.

Appears in 1 contract

Samples: Credit Agreement (Axsys Technologies Inc)

Information Regarding Collateral. Not (a) No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Requisite Lenders, 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 Requisite Lenders may reasonably request and request; (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Lenders to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the applicable Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Agreement. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyto a Property subject to a Mortgage or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Instruments or the most recent supplement thereto.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Par Petroleum Corp/Co)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord’s Lien Waiver, Access Agreement and Consent.

Appears in 1 contract

Samples: Credit Agreement (USA Mobility, Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Ivanhoe Energy Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Agent, in the case of clause (i) prior or simultaneous written notice (in the form of an Officer's Certificate) of its intention to do so, or in the case of clauses (ii) through (v), not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, and, in each case, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s Federal its federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 ten (10) days’ prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicableapplicable (subject to the limitations set forth in Section 8.12(b)). Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.

Appears in 1 contract

Samples: Loan Agreement (Paratek Pharmaceuticals, Inc.)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing reincorporation or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of consigned inventory (but only to the extent the amount or value of such consigned inventory is not material) to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (AGY Holding Corp.)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.. 72

Appears in 1 contract

Samples: Credit Agreement (Kendle International Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ days prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Holdings, L.P.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal namename or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s 's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it, domicile (within the meaning of the Quebec Civil Code) or any office or facility (other than any Store) at which Collateral owned by it with a value of more than $250,000 is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the applicable Collateral Agent Agents and the applicable Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the such Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agents, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the such Collateral Agent Agents or the such Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the such Collateral Agent Agents to maintain the perfection and priority of the security interest of the such Collateral Agent Agents for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the applicable Collateral Agent Agents with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the applicable Collateral Agent Agents of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (LNT Leasing II, LLC)

Information Regarding Collateral. Not No Loan Party shall effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the validity, perfection and first priority (subject only to Liens securing obligations under the Revolving Credit Loan Documents and Customary Permitted Liens to the extent created pursuant to any applicable law) ranking of the security interest of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required by the Loan Documents. Each Loan Party agrees to promptly provide the Collateral Administrative Agent with certified Constitutive Constituent Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Administrative Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (Tousa Inc)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizingreincorporating, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.Property or a leased property subject to a Landlord Access Agreement. -82-

Appears in 1 contract

Samples: Credit Agreement (GSE Lining Technology, Inc.)

Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent and the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.

Appears in 1 contract

Samples: Credit Agreement (Railamerica Inc /De)

Information Regarding Collateral. Not No Credit Party will effect any change (i) in any Loan such Credit Party’s legal name, (ii) in the location of any Loan such Credit Party’s chief executive office, (iii) in any Loan such Credit Party’s identity or organizational structure, (iv) in any Loan such Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan such Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Fixed Asset Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Fixed Asset Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Fixed Asset Collateral Agent and the Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Agent (and, in the case of the Fixed Asset Collateral, the Fixed Asset Collateral Agent) for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Credit Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Credit Party also agrees to promptly notify the Collateral Agent and the Fixed Asset Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.

Appears in 1 contract

Samples: Credit Agreement (Railamerica Inc /De)

Information Regarding Collateral. Not No Credit Party shall effect any change (i) in any Loan Credit Party’s legal name, (ii) in the location of any Loan Credit Party’s chief executive office, (iii) in any Loan Credit Party’s identity or organizational structure, (iv) in any Loan Credit Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Credit Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Trustee not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Required Holders or the Collateral Agent Trustee (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such changethe consent of the Requisite Holders), 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 Requisite Holders may reasonably request (and Collateral Trustee shall deliver a copy of such notice to each Holder promptly upon receipt thereof); (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Requisite Holders to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Secured Parties in the Collateral, if applicable; and (C) such change is not otherwise in violation of this Indenture. Each Loan Credit Party agrees agrees, as soon as practicable, to promptly provide the Collateral Agent Trustee with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees sentence (and Collateral Trustee shall provide copies of such Organizational Documents to Holders promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facilityupon receipt thereof), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Exchange and Purchase Agreement (Gevo, Inc.)

Information Regarding Collateral. (a). Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (TTM Technologies Inc)

Information Regarding Collateral. (a) Not effect make or suffer to exist any change (i) in any Loan Partythe Borrower’s legal name, (ii) in the location of any Loan Partythe Borrower’s chief executive office, (iii) in any Loan Partythe Borrower’s identity or organizational structure, (iv) in any Loan Partythe Borrower’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Partythe Borrower’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (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 applicable Secured Parties in the Collateral, if applicable. Each Loan Party agrees The Borrower agrees, as soon as practicable, to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party The Borrower also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property, in each case if different than the location relating to such Collateral set forth in the schedules to the Security Agreement or the most recent supplement thereto.

Appears in 1 contract

Samples: Agreement

Information Regarding Collateral. Not Borrower shall not effect any change (i) in any Loan Party’s its legal name, (ii) in the location of any Loan Party’s its chief executive office, (iii) in any Loan Party’s its identity or organizational structure, (iv) in any Loan Party’s Federal its federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s its jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent Lender not less than 30 days’ ten (10) days prior written noticenotice (in the form of an certificate of a duly authorized officer of Borrower), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Lender, 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 Lender may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent Lender to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties Lender in the Collateral, if applicableapplicable (subject to the limitations set forth in Section 8.12(b)). Each Loan Party Borrower agrees to provide promptly provide the Collateral Agent Lender with certified Constitutive Borrower’s Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party Borrower also agrees to notify promptly notify the Collateral Agent Lender of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any portion of Collateral is located (including the establishment of any such new office or facility), other than (a) changes in location to a mortgaged property, (b) Collateral which is in-transit or in the possession of Mortgaged Propertyemployees, and (c) Collateral which is out for repair or processing.

Appears in 1 contract

Samples: Security Agreement (Paratek Pharmaceuticals, Inc.)

Information Regarding Collateral. Not (a) The Borrower and each Parent Company shall, and shall cause each Loan Party to, not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive officeoffice or legal domicile, (iii) in any Loan Party’s identity or organizational organiza tional structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 10 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to requested by the Collateral Agent to maintain (to the perfection extent provided in the applicable Security Document) the perfec- tion and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organization Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral in excess of $1.0 million in value is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

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

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s 's legal name, (ii) in the location of any Loan Party’s 's chief executive office, (iii) in any Loan Party’s 's identity or organizational structure, (iv) in any Loan Party’s 's Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s 's jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days' prior written noticenotice (in the form of an Officers' Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change), of its intention so to doAgent, 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) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentencesentences. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in the location of such Collateral to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ionics Inc)

Information Regarding Collateral. Not effect any change (i) in any 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 books or records relating to Collateral owned by it, (iii) in any Loan Party’s identity or organizational structurethe Borrower’s or any Guarantor’s form of organization, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing liquidating or organizing in any other jurisdiction), until (A) it shall have given the Collateral Administrative Agent and the Administrative Collateral Agent not less than 30 ten (10) days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Administrative Agent or the Administrative Collateral Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify provide as soon as reasonably practicable to the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Propertyit.

Appears in 1 contract

Samples: Credit Agreement (Spirit Finance Corp)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number (or equivalent identification in any other jurisdiction) or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officer’s Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection (to the extent required by the applicable Security Document) and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

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

Information Regarding Collateral. (a) Not effect any change (ii)(w) in any Loan Party’s legal name, (iix) in the location of any Loan Party’s chief executive office, (iiiy) in any Loan Party’s identity or organizational structure, or (ivz) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), it shall give Collateral Agent and Administrative Agent written notice within 5 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until until, in the case of the preceding clause (A) ii), it shall have given the Collateral Agent and the Administrative Agent not less than 30 15 days’ prior written notice, or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request request. In the case of each of clauses (i) and (Bii) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it in the immediately preceding sentence, each applicable Loan Party shall have taken take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Companies Lp)

Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive 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, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 5 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, to the extent required hereunder. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which any material Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (Leiner Health Services Corp.)

Information Regarding Collateral. (a) Not effect any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written noticenotice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the Collateral Agent (it being understood that with respect to changes solely due to transactions permitted by Section 7.4(a) or (b) notice may be delivered promptly after such change)Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) (other than with respect to changes solely due to transactions permitted by Section 7.4(a) or (b)) it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with certified Constitutive Organizational Documents reflecting any of the changes described in the preceding sentence. Each Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location of to a Mortgaged PropertyProperty or a leased property subject to a Landlord Access Agreement.

Appears in 1 contract

Samples: Credit Agreement (AP Gaming Holdco, Inc.)

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