Common use of Certain Agreements Clause in Contracts

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company and identifying one or more security entitlements or other financial assets as “Investment Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral so that such records and reports generated with respect thereto identify the Investment Collateral as “Pledged.” (iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereof.

Appears in 6 contracts

Sources: Security Agreement (Department 56 Inc), Security Agreement (Lenox Group Inc), Security Agreement (Bearingpoint Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers Authorized Representatives until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 6 contracts

Sources: Security Agreement (Quest Resource Corp), Security Agreement (Quest Resource Corp), Security Agreement (Quest Resource Corp)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral so that such records and reports generated with respect thereto identify the Investment Collateral as “Pledged.” (iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) with notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 12 hereof.

Appears in 2 contracts

Sources: Security Agreement (BRP (Luxembourg) 4 S.a.r.l.), u.s. Security Agreement (Bombardier Recreational Products Inc.)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "AUTHORIZED REPRESENTATIVES") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 2 contracts

Sources: u.s. Security Agreement (Ply Gem Industries Inc), Credit Agreement (SFBC International Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants reasonably acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 2 contracts

Sources: Credit Agreement (Ionics Inc), Security Agreement (Ionics Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 2 contracts

Sources: Security Agreement (Norcraft Companies Lp), Security Agreement (Atrium Companies Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company Collateral Trustees the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral fi- nancial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Trustees. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Agent has Collateral Trustees have delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent Collateral Trustees authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 1 contract

Sources: Pledge and Security Agreement (Builders FirstSource, Inc.)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts Account and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Escrow Agreement signed by the Company Pledgors and identifying one or more security entitlements or other financial assets as “Investment Collateral"Escrowed Property," enter into its records, including computer records, with respect to each the Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 1 contract

Sources: Escrow Agreement (Superior Essex Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets Investment Property and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as "Investment Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral Collateral so that such records and reports generated with respect thereto identify the Investment Collateral as "Pledged." (iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the "Authorized Representative"), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) with notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions such termination and (CB) the assignment of the rights of the Secured Parties in accordance with Section 11 12 hereof.

Appears in 1 contract

Sources: Canadian Security Agreement (Bombardier Recreational Products Inc.)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Guarantee and Collateral Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company Grantor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B annexed A attached hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Guarantee and Collateral Agreement signed by the Company Grantor and identifying one or more security entitlements or other financial assets as "Investment Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral so that such records and reports generated with respect thereto identify the Investment Collateral as "Pledged." (iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the "Authorized Representative"), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) with notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereof.

Appears in 1 contract

Sources: Guarantee and Collateral Agreement (Business Sound Inc)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Escrow Agreement. (ii) The Securities Intermediary has furnished shall furnish to the Administrative Agent Trustee and the Company Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts Account and the financial assets and cash balances held therein. The account statement for each the Designated Account identifies the Investment Collateral Escrowed Property held therein in the manner set forth on Exhibit B annexed Schedule I attached hereto. The Securities Intermediary represents and warrants to the Administrative Agent Trustee that each such account statement accurately reflects the assets held in such the Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each any supplement to the Security Escrow Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment Collateral,” Escrowed Property, enter into its records, including computer records, with respect to each the Designated Account a notation with respect to Investment collateral Escrowed Property so that such records and reports generated with respect thereto identify the Investment Collateral Escrowed Property as "Pledged." (iv) The Administrative Agent Trustee has delivered to the Securities Intermediary a list, signed by an authorized representative representatives (the "Authorized Representative”), Representatives") of the officers of the Administrative Agent Trustee authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereof) ), and the Securities Intermediary shall be entitled to rely on communications from such authorized officers an Authorized Representative until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof or notification by the an Authorized Representative of a change of Authorized Representatives, including in the officers authorized to give approvals or instructions and (C) the connection with an assignment of the rights of the Secured Parties Trustee in accordance with Section 11 hereof.

Appears in 1 contract

Sources: Initial Escrow Agreement (Crum & Forster Holdings Corp)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets Investment Property and cash balances held therein. The account statement for each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral Collateral so that such records and reports generated with respect thereto identify the Investment Collateral as “Pledged.” (iv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) with notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions such termination and (CB) the assignment of the rights of the Secured Parties in accordance with Section 11 12 hereof.

Appears in 1 contract

Sources: Canadian Security Agreement (BRP (Luxembourg) 4 S.a.r.l.)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as "Pledged." (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers Authorized Representatives until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 1 contract

Sources: Security Agreement (Quest Resource Corp)

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Collateral Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein. The account statement for each Designated Account identifies , identifying the Investment Collateral financial assets held therein in the a manner set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants acceptable to the Administrative Agent that each Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Company Pledgor and identifying one or more security entitlements or other financial assets as “Investment Pledged Collateral,” enter into its records, including computer records, with respect to each Designated Account a notation with respect to Investment collateral any such financial asset so that such records and reports generated with respect thereto identify the Investment Collateral such financial asset as “Pledged.” (iviii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereofthe “Authorized Representatives”) and the Securities Intermediary shall be entitled to rely on communications from any such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) hereof and notification by the an Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofsuch list at any time.

Appears in 1 contract

Sources: Security Agreement (SFBC International Inc)

Certain Agreements. (a) By executing and delivering this Amendment No. 8, each Amendment No. 8 Revolving Lender shall be deemed to confirm to and agree with the other parties hereto as follows: (i) The Securities Intermediary acknowledges receipt of such Amendment No. 8 Revolving Lender is legally authorized to enter into this Amendment No. 8 and the Amended Credit Agreement; (ii) such Amendment No. 8 Revolving Lender confirms that it has received a copy of this Amendment No. 8 and the Security Amended Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the Amended Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 8 and the Amended Credit Agreement; (iii) such Amendment No. 8 Revolving Lender will independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Amendment No. 8 and the Amended Credit Agreement; (iv) such Amendment No. 8 Revolving Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Amendment No. 8, the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, respectively, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Amendment No. 8 Revolving ▇▇▇▇▇▇ agrees that it will perform in accordance with their terms all the obligations which by the terms of this Amendment No. 8 and the Amended Credit Agreement are required to be performed by it as the Amendment No. 8 Revolving Lender. (b) Upon (i) the execution of a counterpart of this Amendment No. 8 by the Amendment No. 8 Revolving Lenders, the Administrative Agent, the Borrower, the LC Issuers and Swing Line Lender and (ii) The Securities Intermediary has furnished the delivery to the Administrative Agent and of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each Amendment No. 8 Revolving Lender shall become a Lender under the Company the most recent account statement issued by the Securities Intermediary with respect to each Amended Credit Agreement, effective as of the Designated Accounts and the financial assets and cash balances held thereinAmendment No. The account statement for 8 Effective Date. (c) Delivered herewith by each Designated Account identifies the Investment Collateral held therein in the manner set forth on Exhibit B annexed heretoAmendment No. The Securities Intermediary represents and warrants 8 Revolving Lender to the Administrative Agent that each are such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iii) The Securities Intermediary willforms, upon its receipt of each supplement to the Security Agreement signed by the Company and identifying one or more security entitlements certificates or other financial assets as “Investment Collateral,” enter into its records, including computer records, evidence with respect to each Designated Account a notation with respect United States federal income tax withholding matters as such Amendment No. 8 Revolving Lender may be required to Investment collateral so that such records and reports generated with respect thereto identify the Investment Collateral as “Pledged.” (iv) The Administrative Agent has delivered deliver to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized pursuant to give approvals or instructions under this Control Agreement (including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from such authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof, (B) notification by the Authorized Representative of a change in the officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereofAmended Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Builders FirstSource, Inc.)