Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) [reserved];
(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date);
(c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material 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 have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Pr...
Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender:
(a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties;
(b) promptly after the receipt or furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount;
(c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and
(d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.
Certificates; Reports; Other Information. Furnish or cause to be ---------------------------------------- furnished to the Administrative Agent and the Collateral Agent:
(1) No less frequently than monthly, within thirty (30) days after the last day of each calendar month unless otherwise requested in writing, reports in form and content satisfactory to the Administrative Agent containing the following information: (A) a Loan Purchase/Sale Schedule for such month; (B) a Delinquency Report for such month; (C) the Borrowing Base Schedule for such month; (D) with respect to each of the Tranche A Facility and the Tranche B Facility, a Position Report for such month; and (E) with respect to the Tranche A Facility, an investor commitment summary relating to the status of the Take-out Commitments and Hedging Arrangements;
(2) Promptly, such additional financial and other information, including, without limitation, financial statements of the Companies or any Approved Investor or Approved Repo Lender, and information regarding the Collateral as the Administrative Agent, the Collateral Agent or any Lender, through the Administrative Agent, may from time to time reasonably request;
(3) To the Administrative Agent upon request therefor after the occurrence and during the continuance of an Event of Default, the Additional Required Documents in connection with any Mortgage Loan or Warehousing Loan which has been funded with the proceeds of any Loan;
(4) To the Administrative Agent (to be forwarded by the Administrative Agent to each of the Lenders) a copy of any 8-K statement or S-3 registration statement filed by the Companies with the Securities and Exchange Commission as promptly as possible after such filing; and
(5) To the Administrative Agent upon request for a Tranche A Loan made with respect to any Warehousing Loan, (A) a copy of the warehousing loan agreement between the Companies and the applicable sub-borrower relating to such Warehousing Loan and, (B) upon request of the Majority Lenders, (i) a copy, certified by an Authorized Officer of the Companies, of all UCC-1 financing statements listing the applicable sub-borrower as debtor and the Companies as secured party, signed by the sub-borrower and covering any collateral being pledged under the applicable warehousing loan agreement, and (ii) UCC-3 Financing Statements listing the Companies as assignor and the Administrative Agent as assignee and assigning the right, title and interest of the Companies in the personal property which has been pledged ...
Certificates; Reports; Other Information. The Borrower Parties shall furnish or cause to be furnished to the Administrative Agent, the Issuing Lender and each of the Lenders directly:
(1) From time to time upon reasonable request by the Administrative Agent, a rent roll, tenant sales report and income statement with respect to any Project;
(2) As soon as practicable and in any event by January 1st of each calendar year, (i) a report in form and substance reasonably satisfactory to the Administrative Agent outlining all insurance coverage maintained as of the date of such report by the Borrower Parties and the Macerich Core Entities and the duration of such coverage and (ii) evidence that all premiums with respect to such coverage have been paid when due.
(3) Promptly, such additional financial and other information, including, without limitation, information regarding the Borrower Parties, the Macerich Core Entities, any of such entities’ assets and Properties and the Wilmorite Acquisition as Administrative Agent or any Lender may from time to time reasonably request, including, without limitation, such information as is necessary for any Lender to participate out any of its interests in the Obligations.
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the Administrative Agent and such relevant Lender):
(a) [reserved];
(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer stating (t) to the best of such Responsible Officer’s knowledge, whether a Default or Event of Default has occurred, and if a Default or Events of Default has occurred, specifying the details thereof any action taken or proposed to be taken with respect thereto, (u) reasonably detailed information and calculations demonstrating compliance with the covenants set forth in Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, (v) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party since the date of the most recent report delivered pursuant to this clause (v) (or, in the case of the first such report so delivered, since the Closing Date), (w) calculations or statements evidencing the average balance of the aggregate amount of unrestricted cash held in accounts owned or maintained by Group Members (broken out by Group Member) in non-U.S. banking institutions for the prior fiscal quarter or year, as the case may be, (x) a calculation as to the (1) consolidated total assets and (2) consolidated total revenues held by each Excluded Foreign Subsidiary as of such date (in each case as determined in accordance with GAAP), (y) a completed “Covenant Support and KPIs” worksheet; and (z) solely in connection with delivery of any financial statements pursuant to Section 6.1(a), to the extent not previously delivered in such fiscal year, current insurance certificates and to the extent not previously disclosed to the Administrative Agent, a list of any Intellectual Property issued to, applied for or acquired by any Loan Party during such fiscal year.
(c) as soon as available, and in any event no later than sixty (60) days after the end of each fiscal year of the Borrower and concurrently with any updates thereto, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Group Members as of the end of each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and ...
Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such Xxxxxx has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), concurrently with the delivery of any financial statements pursuant to Section 5.1, a Compliance Certificate executed by a Responsible Officer of each Loan Party for the period ending as of the last day of the calendar month or Fiscal Year of the Loan Parties, as the case may be;
(b) The Agent shall be provided, so long as the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, access and monitoring rights with respect to each Deposit Account (including, without limitation, for the avoidance of doubt, each Excluded Deposit Account) of a Loan Party;
(c) The Loan Parties shall promptly (and in any event within three (3) Business Days following receipt thereof), deliver to Agent (so long as the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of all notices and other material communications from or with the SEC or any other Official Body with respect to the SPAC Transaction;
(d) The Loan Parties shall promptly upon receipt or delivery thereof deliver to Agent (so long as the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of any correspondence with the lender of any PPP Loan, the U.S. Small Business Administration or any other applicable Official Body with respect to such PPP Loan (including any notices of defaults thereunder, any requirement of Loan Party or any affiliate or any shareholder, member or partner of any of the foregoing t...
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of any financial statements pursuant to Section 6.1, and with respect to the last day of the applicable fiscal quarter or year to which such financial statements relate, a reasonably detailed report (in form and substance reasonably satisfactory to the Administrative Agent) that details the respective amounts of cash, Cash Equivalents and Investments held as of such date by each Subsidiary of the Borrower that is not a Loan Party as of such date;
(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate (i) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal quarter or fiscal year of the Borrower, as the case may be, (ii) containing a certification by a Responsible Officer stating that, to the best of 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, (iii) containing a certification from a Responsible Officer of the Borrower with respect to the items described in clause (xi) of the definition of “Consolidated EBITDA” and (iv) to the extent not previously disclosed to the Administrative Agent, containing as applicable, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property, Chattel Paper (as defined in the Guarantee and Collateral Agreement), Commercial Tort Claim (as defined in the Guarantee and Collateral Agreement) and Letter-of-Credit Rights (as defined in the Guarantee and Collateral Agreement) issued to or acquired by any Loan Party since the date of the most recent Compliance Certificate delivered pursuant to this Section 6.2(b)(B).
(c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on October 1, 2020), a detailed consolidated budget for the following fiscal year (including a proje...
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender):
(a) [reserved];
(b) concurrently with the delivery of any financial statements pursuant to (i) Section 6.1, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal period of Holdings and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party, and (ii) Section 6.1(a), starting with the financial statements to be delivered for fiscal year 2021, to the extent not previously disclosed to the Administrative Agent, a list of any U.S. registered Intellectual Property issued to, applied for, or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (or, in the case of the first such report so delivered, since the Closing Date) (excluding any Excluded Assets and any issuances or registrations of Intellectual Property on applications that were included in a previous Intellectual Property Security Agreement or a previous report delivered pursuant to this clause);
(c) [reserved];
(d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to Holdings’ filings with the SEC);
(e) within five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Holdings or the Borrower sends to the holders of any class of any Group Member’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not ...
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender):
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (f), to the relevant Lender):
