Common use of Certificates; Borrowing Base; Other Information Clause in Contracts

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days of the end of each fiscal month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) within five Business days of the end of each week during a Full Cash Dominion Period, in each case as of the last day of the period then ended, a Borrowing Base Certificate, the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit; (h) [reserved]; (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

Appears in 2 contracts

Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)

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Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) or within five Business days Days of the end of each week during a Full Cash Dominion Period), in each case as of the last day of the period then ended, a Borrowing Base Certificate, the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit;and (h) [reserved]; (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest.

Appears in 2 contracts

Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of Agent for delivery to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material registered Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year thereto (collectively, the “ProjectionsBudget”), which Projections Budget shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are Budget is based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are Budget is incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days 25 calendar days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) or within 20 Business Days 25 calendar days of the end of each quarterly period of each fiscal quarter of the Borrower and (iii) year during a Quarterly Borrowing Base Period or within five Business days Days of the end of each week during a Full Cash Dominion Period), in each case as of the last day of the period then ended, a Borrowing Base CertificateCertificate and the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)), an inventory report (including aging), an accounts receivable report (including aging) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request or, in addition, at the Borrower’s discretion, a Borrowing Base Certificate and the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) may be delivered prior to any Scheduled Borrowing Base Delivery Date, and any additional reports if the Borrower so elects, then the Borrower must deliver a Borrowing Base Certificate within 5 Business Days of the end of each week (or information within 25 calendar days of the end of each month during a Quarterly Borrowing Base Period) until the next Scheduled Borrowing Base Delivery Date. The Borrower shall be required to update the aggregate amount and schedule, in each case, related to ineligible Accounts and ineligible Inventory concurrently with the delivery of each Borrowing Base Certificate; provided that, if neither a Quarterly Borrowing Base Period nor a Weekly Borrowing Base Period is in effect, the Borrower shall not be required to provide such update concurrently with the Borrowing Base Certificate to be delivered with respect to the Borrowing Base as first two months of each fiscal quarter unless (i) a Default or Event of Default is continuing, (ii) a Full Cash Dominion Period is in effect, or (iii) the Administrative Agent may reasonably request; provided that if, after giving effect aggregate amount of Loans outstanding are greater than or equal to any extension ten percent (10%) of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit;Commitments. (h) [reserved];an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g) if, subsequent to the Closing Date, a Loan Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Loan Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, which annex shall specify all reasonable details (including the location, title, patent number(s) and issue date) as to the Inventory so acquired or obtained and the intellectual property rights licensed to the Loan Party in connection therewith. (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationAct.

Appears in 1 contract

Samples: Abl Credit Agreement (Clearwater Paper Corp)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of Agent for delivery to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material registered Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year thereto (collectively, the “ProjectionsBudget”), which Projections Budget shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are Budget is based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are Budget is incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days 25 calendar days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) or within 20 Business Days 25 calendar days of the end of each quarterly period of each fiscal quarter of the Borrower and (iii) year during a Quarterly Borrowing Base Period or within five Business days Days of the end of each week during a Full Cash Dominion Period), in each case as of the last day of the period then ended, a Borrowing Base CertificateCertificate and the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)), an inventory report (including aging), an accounts receivable report (including aging) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request or, in addition, at the Borrower’s discretion, a Borrowing Base Certificate and the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and may be delivered prior to any additional reports or information with respect to the Scheduled Borrowing Base as the Administrative Agent may reasonably request; provided that ifDelivery Date, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, and if the Borrower shall (unless previously delivered pursuant to this clause (g)) so elects, then the Borrower must deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as within 5 Business Days of the last day end of each week (or within 25 calendar days of the fiscal end of each month of during a Quarterly Borrowing Base Period) until the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit;next Scheduled Borrowing Base Delivery Date. (h) [reserved];an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g) if, subsequent to the Closing Date, a Loan Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Loan Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, which annex shall specify all reasonable details (including the location, title, patent number(s) and issue date) as to the Inventory so acquired or obtained and the intellectual property rights licensed to the Loan Party in connection therewith. (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationAct.

Appears in 1 contract

Samples: Abl Credit Agreement (Clearwater Paper Corp)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date);; 103 (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe at the time made, it being understood that such Projections as they relate to future events are incorrect not to be viewed as fact and that actual results during the period or misleading in any material respectperiods covered by such Projections may differ from the projected results set forth therein and such difference may be material; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year[Reserved]; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days 30 calendar days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) or within five Business days Days of the end of each week during a Full Cash Dominion Weekly Borrowing Base Period), in each case as of the last day of the period then ended, a Borrowing Base Certificate, Certificate together with the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate including: (i) a detailed aging of the Loan Parties’ Accounts, including all invoices aged by invoice date and due date, prepared in a manner reasonably acceptable to the information set forth Administrative Agent; 104 (ii) a schedule detailing the Loan Parties’ Inventory Held for Rent, in form reasonably satisfactory to the Administrative Agent, by location (showing Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement), by product type and by volume on hand, which Inventory shall be valued at the schedule lower of reporting requirements attached thereto cost (in each case determined on a first-in, first-out basis) or market and adjusted for Reserves as modified from time the Administrative Agent has previously indicated to time the Borrower are deemed by the Administrative Agent in its Permitted Discretion)to be appropriate; (iii) a schedule detailing the Loan Parties’ Eligible Rental Agreements; (iv) a worksheet of calculations prepared by the Borrower to determine Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and any additional reports or information with respect to Eligible Rental Agreements, such worksheets detailing the Borrowing Base as Accounts, Inventory and rental agreements excluded from Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and Eligible Rental Agreements and the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% reason for such exclusion; (v) a reconciliation of the Borrowing BaseBorrower’s Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and Eligible Rental Agreements between the Borrower shall (unless previously amounts shown in the Borrower’s general ledger and financial statements and the reports delivered pursuant to this clause clauses (gi), (ii) deliver immediately prior to such extension of credit and (iii) above; and (vi) a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as reconciliation of the last day of loan balance per the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior Borrower’s general lxxxxx to the date of such extension of creditloan balance under this Agreement; (h) [reservedReserved]; (i) [reserved]prior to any (i) Disposition (in one transaction or a series of related transactions) of assets that provide an aggregate amount in excess of $25,000,000 of value to the Borrowing Base and/or (ii) Disposition of any assets in connection with a Securitization Transaction, a Borrowing Base Certificate (giving effect to such sale or other disposition) and supporting information in connection therewith; and (j) promptly, such (x) additional financial and other customary information as the Administrative Agent (or any Lender through the Administrative Agent) may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationAct.

Appears in 1 contract

Samples: Abl Credit Agreement (Upbound Group, Inc.)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; ; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (zy) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); ; (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days of the end of each fiscal month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) within five Business days of the end of each week during a Full Cash Dominion Period, in each case as of the last day of the period then ended, a Borrowing Base Certificate, the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit; (h) [reserved]; (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti88 509265-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.2041-31349836.23

Appears in 1 contract

Samples: Abl Credit Agreement (Rent a Center Inc De)

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Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe at the time made, it being understood that such Projections as they relate to future events are incorrect not to be viewed as fact and that actual results during the period or misleading in any material respectperiods covered by such Projections may differ from the projected results set forth therein and such difference may be material; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year[Reserved]; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days 30 calendar days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) or within five Business days Days of the end of each week during a Full Cash Dominion Weekly Borrowing Base Period), in each case as of the last day of the period then ended, a Borrowing Base Certificate, Certificate together with the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate including: (i) a detailed aging of the Loan Parties’ Accounts, including all invoices aged by invoice date and due date, prepared in a manner reasonably acceptable to the information set forth Administrative Agent; (ii) a schedule detailing the Loan Parties’ Inventory Held for Rent, in form reasonably satisfactory to the Administrative Agent, by location (showing Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement), by product type and by volume on hand, which Inventory shall be valued at the schedule lower of reporting requirements attached thereto cost (in each case determined on a first-in, first-out basis) or market and adjusted for Reserves as modified from time the Administrative Agent has previously indicated to time the Borrower are deemed by the Administrative Agent in its Permitted Discretion)to be appropriate; (iii) a schedule detailing the Loan Parties’ Eligible Rental Agreements; (iv) a worksheet of calculations prepared by the Borrower to determine Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and any additional reports or information with respect to Eligible Rental Agreements, such worksheets detailing the Borrowing Base as Accounts, Inventory and rental agreements excluded from Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and Eligible Rental Agreements and the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% reason for such exclusion; (v) a reconciliation of the Borrowing BaseBorrower’s Eligible Installment Sale Accounts, Eligible Inventory Held for Rent and Eligible Rental Agreements between the Borrower shall (unless previously amounts shown in the Borrower’s general ledger and financial statements and the reports delivered pursuant to this clause clauses (gi), (ii) deliver immediately prior to such extension of credit and (iii) above; and (vi) a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as reconciliation of the last day of loan balance per the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior Borrower’s general ledger to the date of such extension of creditloan balance under this Agreement; (h) [reservedReserved]; (i) [reserved]prior to any (i) Disposition (in one transaction or a series of related transactions) of assets that provide an aggregate amount in excess of $25,000,000 of value to the Borrowing Base and/or (ii) Disposition of any assets in connection with a Securitization Transaction, a Borrowing Base Certificate (giving effect to such sale or other disposition) and supporting information in connection therewith; and (j) promptly, such (x) additional financial and other customary information as the Administrative Agent (or any Lender through the Administrative Agent) may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationAct.

Appears in 1 contract

Samples: Abl Credit Agreement (Rent a Center Inc De)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of Agent for delivery to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material registered Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year thereto (collectively, the “ProjectionsBudget”), which Projections Budget shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are Budget is based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are Budget is incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days of the end of each fiscal month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) within five Business days of the end of each week during a Full Cash Dominion Period, in each case as of the last day of the period then ended, a Borrowing Base Certificate, the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit; (h) [reserved]; (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

Appears in 1 contract

Samples: Abl Credit Agreement (Clearwater Paper Corp)

Certificates; Borrowing Base; Other Information. Furnish to the Administrative Agent, on behalf of each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate executed by a Responsible Officer, which Compliance Certificate shall (x) include a statement that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (y) in the case of quarterly or annual financial statements, set forth, in reasonable detail, the calculation of the Consolidated Fixed Charge Coverage Ratio for the Reference Period ending as of the last day of the fiscal year or fiscal quarter for which financial statements are being delivered pursuant to Section 6.1 and (ii) in the case of quarterly or annual financial statements, to the extent not previously disclosed to the Administrative Agent, (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a list of any material Intellectual Property acquired or created by any Loan Party and (z) a description of any Person that has become a Group Member, a Restricted Subsidiary or an Unrestricted Subsidiary, in each case since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) within 45 days after the end of each fiscal quarter of the Borrower (or 90 days, in the case of the fourth fiscal quarter of each fiscal year), a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods of the previous year; (e) promptly after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its public debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC; (f) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Multiemployer Plan or any documents described in Section 101(f) of ERISA that any Group Member or any ERISA Affiliate may request with respect to any Pension Plan; provided, that if the relevant Group Members or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Group Member or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; (g) as soon as available but in any event (i) within 20 Business Days of the end of each fiscal calendar month of the Borrower (other than the last fiscal month of any fiscal quarter) in which the daily average Total Revolving Extensions of Credit in such month exceed 15% of the Borrowing Base, (ii) within 20 Business Days of the end of each fiscal quarter of the Borrower and (iii) or within five Business days Days of the end of each week during a Full Cash Dominion Period), in each case as of the last day of the period then ended, a Borrowing Base Certificate, the information supporting the Borrowing Base calculation required by the Borrowing Base Certificate (including the information set forth on the schedule of reporting requirements attached thereto (in each case as modified from time to time by the Administrative Agent in its Permitted Discretion)) and any additional reports or information with respect to the Borrowing Base as the Administrative Agent may reasonably request; provided that if, after giving effect to any extension of credit hereunder, the Total Revolving Extensions of Credit exceed 15% of the Borrowing Base, the Borrower shall (unless previously delivered pursuant to this clause (g)) deliver immediately prior to such extension of credit a Borrowing Base Certificate (together with such supporting information as otherwise required by this clause (g)) as of the last day of the fiscal month of the Borrower most recently ended that is at least 20 Business Days prior to the date of such extension of credit;and (h) [reserved]; (i) [reserved]; and (j) promptly, such (x) additional financial and other information as the Administrative Agent may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationAct.

Appears in 1 contract

Samples: Abl Credit Agreement (TTM Technologies Inc)

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