02Certificates; Other Information. Deliver to the Agent, in form and detail reasonably satisfactory to the Agent: (a) (a)concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP; (b) on the 20th day of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Revolving Borrowing Base as of the close of business as of the last day of the immediately preceding fiscal month, each Borrowing Base Certificate to be certified as complete and correct in all material respects by a Responsible Officer of the Lead Borrower; provided that at any time that a Weekly Borrowing Base Delivery Event has occurred and is continuing, such Borrowing Base Certificate (subject DB1/ 133985272.1133985272.4 only to usual period end adjustments which do not, individually or in the aggregate, represent a material change to the information included in such Borrowing Base Certificate) shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report which any Loan Party files with the SEC, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange; (d) The financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; (e) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness; (f) 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 any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; (g) promptly following any request therefor, information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation; and (h) promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) the Lead Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Lead Borrower shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents filed on XXX xxxxx 00-X, 00-X xx 0-X. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. DB1/ 133985272.1133985272.4
Appears in 1 contract
02Certificates; Other Information. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent:
(a) (a)concurrently concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the financial statements for the period ending May 26, 2012), (i) a duly completed Compliance Certificate signed by a Responsible Officer of Holdings (to be furnished even if a Covenant Compliance Event is not then in effect), such Compliance US 7504294v.5 CHA715/10017 Certificate to reflect the Consolidated Fixed Charge Coverage Ratio (determined for purposes of Section 7.15) on a trailing four quarter basis, as of the most recent Fiscal Quarter end for which financial statements are available or were required to be delivered under Section 6.01(a) or Section 6.01(b), and (ii) notice of any change in the location of any office in which a Loan Party maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility);
(b) and within five (c5) Business Days after the occurrence of a Covenant Compliance Event, and, in any event, concurrently with the delivery of the financial statements referred to in Section 6.01(c), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings, such Compliance Certificate to reflect Consolidated Fixed Charge Coverage Ratio (determined for purposes of Section 7.15) on a trailing four quarter basis, as of the Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such most recent Fiscal Quarter end for which financial statements are available or were required to GAAP;be delivered under Section 6.01(c).
(bc) on the 20th day of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day)Fiscal Month, a certificate in the form of Exhibit I (a “Borrowing Base Certificate Certificate”) showing the Revolving Borrowing Base as of the close of business as of on the last day Business Day of the immediately preceding fiscal monthFiscal Month, each Borrowing Base Certificate to be certified as complete and correct in all material respects on behalf of the Borrower by a Responsible Officer of the Lead Borrower; , provided that at any time that a Weekly Borrowing Base Delivery if an Availability Triggering Event has occurred and is continuingoccurs, such Borrowing Base Certificate (subject DB1/ 133985272.1133985272.4 only to usual period end adjustments which do notCertificate, individually or in at the aggregateAdministrative Agent’s sole discretion, represent a material change to the information included in such Borrowing Base Certificate) shall be delivered furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday;
(cd) promptly after the same are publicly available, copies of each annual report, proxy or financial statement or other report which any Loan Party files with the SEC, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party Holdings or the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 1934, or with any national securities exchange;
(d) The financial , and collateral reports described on Schedule 6.02 in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto, at the times set forth in such Schedule;
(e) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness;
not later than seven (f) promptly, and in any event within five (57) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary thereof, copies of each notice all notices, requests and other documents (including amendments, waivers and other modifications) so received under or other correspondence received from pursuant to any Governmental Authority (includingTerm Loan Document or instrument, without limitationindenture, the SEC (loan or comparable agency in credit or similar agreement regarding or related to any applicable non-U.S. jurisdiction)) concerning breach or default by any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof party thereto or any other matter whichevent that, if adversely determinedin each case, could reasonably expected to have a Material Adverse Effect;
(f) promptly after any Loan Party has knowledge thereof, written notice of (i) any action or proceeding relating to any Environmental Law pending or threatened against any Loan Party or any of its Subsidiaries, (ii) any noncompliance with any Environmental Law by any Loan Party or any of its Subsidiaries, (iii) the existence of any Environmental Liability, or (iv) the existence of any Release of Hazardous Materials at any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries, which action, proceeding, non-compliance, Environmental Liability or Release could (x) reasonably be expected to have a Material Adverse Effect, or (y) cause any property described in the Mortgages to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law; US 7504294v.5 CHA715/10017
(g) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Borrower, to the extent that it would reflect information not previously delivered to the Administrative Agent, (i) a report supplementing Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii), including an identification of all owned real property disposed of by any Loan Party or any Subsidiary thereof and all leased real property disposed of by any Loan Party or any Domestic Subsidiary during such Fiscal Year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Real Estate acquired or leased during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedules 5.08(e) and 5.13 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of Holdings and to be in a form reasonably satisfactory to the Administrative Agent and (iii) a duly completed Perfection Certificate Supplement;
(h) at least five (5) Business Days prior written notice (or such shorter period as to which the Administrative Agent in its sole discretion agrees) of any change in: (i) any Loan Party’s name (ii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iii) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization;
(i) promptly following any after the request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender for purposes of compliance reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money-money laundering rules and regulations, including, without limitation, including the USA PATRIOT Act and the Beneficial Ownership Regulation;
(j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; and (iii) all notices received by any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and
(hk) promptly, such additional information regarding the business affairsbusiness, financial condition financial, legal or operations corporate affairs of any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.0211.02; or (ii)) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided US 7504294v.5 CHA715/10017 that: (iA) upon request, the Lead Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender Administrative Agent, and (iiB) the Lead Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents filed on XXX xxxxx 00-Xand provide to the Administrative Agent by electronic mail electronic versions (i.e., 00-X xx 0-X. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. DB1/ 133985272.1133985272.4 The Borrower hereby acknowledges that (1) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (2) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that at any time that the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Appears in 1 contract
02Certificates; Other Information. Deliver to the Agent, in form and detail reasonably satisfactory to the Administrative Agent:
(a) [reserved];
(a)concurrently b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (cb), a duly completed Compliance Certificate signed by a Responsible Financial Officer of the Lead BorrowerPartnership (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements be deemed to GAAP;
(b) on the 20th day of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Daybe an original authentic counterpart thereof for all purposes), a Borrowing Base which Compliance Certificate showing the Revolving Borrowing Base as of the close of business shall, with respect to any fiscal quarter (an “Unrestricted Subsidiary Quarter”) in which, as of the last day thereof, Unrestricted Subsidiaries collectively (i) have total assets exceeding 5% of the immediately preceding total assets of the Partnership and its Subsidiaries, determined in accordance with GAAP or (ii) generate more than 5% of Consolidated EBITDA for the four fiscal monthquarter period ending on such date, set forth a reasonably detailed reconciliation of each Borrowing Base Certificate of the components reflected in such calculation, as well as of Consolidated Net Tangible Assets, to the corresponding consolidated amounts set forth in the financial statements, in form and substance reasonably satisfactory to the Administrative Agent, together with, for any Unrestricted Subsidiary Quarter, consolidating statements of income or operations, changes in partners’ capital, retained earnings and cash flows for such fiscal quarter and for the portion of the Partnership’s fiscal year then ended, all in reasonable detail, such consolidating statements to be certified as complete and correct in all material respects by a Responsible Financial Officer of the Lead Borrower; provided that at any time that a Weekly Borrowing Base Delivery Event has occurred Partnership as fairly presenting the financial condition, results of operations, partners’ capital, retained earnings and is continuingcash flows of the Partnership and its Subsidiaries in accordance with GAAP, such Borrowing Base Certificate (subject DB1/ 133985272.1133985272.4 only to usual period normal year-end audit adjustments which do not, individually or in and the aggregate, represent a material change to the information included in such Borrowing Base Certificate) shall be delivered on Wednesday absence of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturdayfootnotes;
(c) [reserved];
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report which or communication sent to the stockholders, partners or members (or the equivalent of any thereof) of any Loan Party files with the SECParty, and copies of all annual, regular, periodic and special reports and registration statements which the Partnership or any Loan Party of its Subsidiaries may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act, or with any national securities exchange;
(d) The financial , and collateral reports described on Schedule 6.02 in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto, at the times set forth in such Schedule;
(e) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness[reserved];
(f) promptlywithin 30 days after a request by the Administrative Agent, a certificate summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Borrowers and their Restricted Subsidiaries and such additional information regarding such insurance coverage as the Administrative Agent, or any event within five Lender through the Administrative Agent, may reasonably specify;
(5g) Business Days [reserved];
(h) promptly after receipt thereof the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any Subsidiary thereofof its Restricted Subsidiaries with any Environmental Law or Environmental Permit or any action, copies of each notice or other correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, proceeding relating to Hazardous Materials that could reasonably be expected to have a Material Adverse Effect;
(gi) promptly following if the Partnership elects to have a Specified Acquisition Period apply with respect to a Specified Acquisition, written notice of such election within 30 days of the consummation of the Specified Acquisition;
(j) as soon as available, but in any request thereforevent within thirty (30) days after the end of each fiscal year, information a copy of the detailed annual operating budget or plan approved by management of the Borrowers, including cash flow projections of the Partnership and documentation its Restricted Subsidiaries for the next four fiscal quarter period prepared on a quarterly basis, in form and detail reasonably requested by acceptable to the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership RegulationLenders, together with a summary of the material assumptions made in the preparation of such annual budget or plan; and
(hk) promptly, such additional information regarding the business affairsbusiness, financial condition financial, legal or operations corporate affairs of any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, or compliance by any Lender with the Beneficial Ownership Regulation, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 6.01(a) or (b) or Section 6.02(c6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) or (f) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead a Borrower posts such documents, or provides a link thereto on the Lead BorrowerPartnership’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a website maintained by the SEC (including the XXXXX system), a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) that the Lead Borrower Partnership shall deliver paper copies of such documents any Compliance Certificate to the Administrative Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Lead Borrower shall notify the Agent (by telecopier or electronic mail) of the posting of any such documents filed on XXX xxxxx 00-X, 00-X xx 0-X. upon its request. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties Borrowers, as applicable, with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. DB1/ 133985272.1133985272.4 Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Materials”) by posting the Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Materials that may be distributed to the Public Lenders and that (w) all such Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to either Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Administrative Agent and the Borrowers acknowledge that no Materials will be marked “PUBLIC” other than publicly available information filed by the Loan Parties with the SEC.
Appears in 1 contract
Samples: Credit Agreement
02Certificates; Other Information. Deliver to the Agent, in form and detail reasonably satisfactory to the Agent:
(a) on the second Friday of each Fiscal Month, a certificate substantially in the form of Exhibit K attached hereto and otherwise in form and substance reasonably acceptable to the Agent, certifying to and attaching an inventory report showing the book value of the Loan Parties’ Inventory as of the close of business as of the immediately preceding Fiscal Month;
(a)concurrently b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a), ) and (b) and (c), ) a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide provide: (i) a statement of reconciliation conforming such financial statements to GAAPGAAP and (ii) a copy of management’s discussion and analysis with respect to such financial statements;
(bc) on the 20th fifteenth (15) day of each fiscal month Fiscal Quarter (or, if such day is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Revolving Borrowing Base as of the close of business as of the last day of the immediately preceding fiscal monthFiscal Quarter (provided that the Appraised Value applied to the Eligible Inventory set forth in each Borrowing Base Certificate shall be the Appraised Value set forth in the most recent appraisal obtained by the Agent pursuant to Section 6.10 hereof for the applicable quarter to which such Borrowing Base Certificate relates), each Borrowing Base Certificate to be certified as complete and correct in all material respects by a Responsible Officer of the Lead Borrower; provided that at any time that a Monthly Borrowing Base Delivery Event has occurred and is continuing, at the election of the Agent, such Borrowing Base Certificate shall be delivered on the fifteenth (15) day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Fiscal Month; provided further, that at any time that a Weekly Borrowing Base Delivery Event has occurred and is continuing, at the election of the Agent, such Borrowing Base Certificate (subject DB1/ 133985272.1133985272.4 only to usual period end adjustments which do not, individually or in the aggregate, represent a material change to the information included in such Borrowing Base Certificate) shall be delivered on Wednesday of each week (or, if Wednesday such day is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday.
(d) promptly upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the accounts or books of the Loan Parties or any Subsidiary, or any audit of any of them, including, without limitation, specifying any Internal Control Event;
(ce) promptly after the same are available, copies of each annual report, proxy or financial statement or other report which any or communication sent to the stockholders of the Loan Party files with the SECParties, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange, and in any case not otherwise required to be delivered to the Agent pursuant hereto;
(df) The financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule;
(eg) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;
(h) as soon as available, but in any event within 30 days after the end of each Fiscal Year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Agent, or any Lender through the Agent, may reasonably specify;
(i) promptly after the Agent’s request therefor, copies of all Material Contracts and documents evidencing Material Indebtedness;
(fj) 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 any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect;
(gk) promptly following after the Agent’s or any Lender’s request therefor, such information as requested pursuant to Section 10.17 hereof and, as and documentation reasonably requested by to the Agent or any Lender for purposes of compliance extent applicable, in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation; and
(hl) promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 6.01(a), (b), or (c) or Section 6.02(c6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (i) that the Lead Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) Lender. Notwithstanding anything contained herein, in every instance the Lead Borrower shall notify the Agent (by telecopier or electronic mail) be required to provide paper copies of the posting of any such documents filed on XXX xxxxx 00-X, 00-X xx 0-X. Compliance Certificates required by Section 6.02(b) to the Agent. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. DB1/ 133985272.1133985272.4 The Loan Parties hereby acknowledge that the Agent may make available materials or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) to the Lenders and the L/C Issuer by posting the Borrower Materials on IntraLinks, SyndTrack or another similar secure electronic transmission system (the “Platform”). Each Loan Party further agrees that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term).
Appears in 1 contract
Samples: Credit Agreement (KOHLS Corp)
