Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender: (a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower; (b) Promptly after any request by Administrative Agent, 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 either Borrower by independent accountants in connection with the accounts or books of RSA or any of its Subsidiaries, or any audit of any of them; (c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of RSA, and copies of all annual, regular, periodic and special reports and registration statements which RSA may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent pursuant to other provisions of this Section; (d) Promptly after request by Administrative Agent, copies of any other report or other document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly available through filings with the SEC; (e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties have contributed less than $35,000,0000 in the aggregate with respect to all such Pension Plans, (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a whole, (iii) the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by Borrowers or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers or any of their respective Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto; (f) With reasonable promptness copies of (a) all notices received by Borrowers or any of their ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor as to which either Borrower has any liability (contingent or otherwise); and (c) all notices received by Borrowers or any of their ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA; (g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto; (h) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers or any of their respective Subsidiaries that is $20,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a material default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers or any of their respective Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries; (i) Notice of any material change in accounting policies or financial reporting practices by RSA or any of its Subsidiaries (other than changes required by GAAP or by regulations promulgated by the Securities and Exchange Commission), including any determination by Borrowers referred to in Section 2.8; (j) Promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, any Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(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 Borrowers post such documents or provide a link thereto on Borrowers’ website on the Internet as notified to Administrative Agent from time to time; or (ii) on which documents are posted on Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial third-party website or whether sponsored by Administrative Agent); provided that: (i) upon request, Borrowers shall deliver paper copies of such documents to Administrative Agent or any Lender until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) Borrowers shall notify Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance Borrowers will be required to provide paper copies of the Compliance Certificate required by Section 6.2(a) to Administrative Agent. Except for such Compliance Certificate, 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 Borrowers 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. Borrowers hereby acknowledge that (a) Administrative Agent and/or the Arranger will make available to Lenders materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their respective securities) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such 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 (w) all Borrowers Materials that are to be made available to Public Lenders 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 Borrowers Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger and Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information (as defined in Section 10.7), they shall be treated as set forth in Section 10.7); (y) all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent and the Arranger shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Borrowers shall be under no obligation to xxxx any Borrowers Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower;
(b) Promptly after any reasonable request by Administrative Agent or any Lender through the Administrative Agent, 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 either Borrower by independent accountants in connection with the accounts or books of RSA Borrower or any of its Subsidiaries, or any audit of any of them;
(c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders stockholders of RSABorrower, and copies of all annual, regular, periodic and special reports and registration statements which RSA Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent or any Lender through the Administrative Agent, copies of any other report or other document that was filed by each Borrower or any of its Significant Subsidiaries with any Governmental Authority that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly available through filings Authority, other than routine reports or documents filed in connection with the SECTaxes;
(e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties have has contributed less than $35,000,0000 100,000,000 in the aggregate with respect to all such Pension Plans, (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a wholethereunder, (iii) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan subject to Section 412 of the Code Pension Funding Rules by Borrowers Borrower or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to Section 412 of the CodePension Funding Rules, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers Borrower or any of their respective its Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (ai) all notices received by Borrowers Borrower or any of their its ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (bii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers Borrower or any of their its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor does not contribute or as to which either Borrower has any no liability (contingent or otherwise); and (ciii) all notices received by Borrowers Borrower or any of their its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are Borrower is taking or propose to take with respect thereto;
(h) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries that is $20,000,000 30,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, Laws or (ii) any creditor or lessor under a written credit agreement or material lease asserting a material default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 30,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by RSA Borrower or any of its Significant Subsidiaries (other than changes required by GAAP or by regulations promulgated by the Securities and Exchange Commission), including any determination by Borrowers referred to in Section 2.8;
(j) Promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, any Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1(a) or (b) 6.1 or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically andelectronically, and if so delivered, delivered shall be deemed to have been delivered on the date
date (i) on which Borrowers post Borrower posts such documents documents, or provide provides a link thereto on Borrowers’ Borrower’s website on the Internet as notified to Administrative Agent from time to timeat the website address listed on Schedule 10.2 or such documents shall be available on the Website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx; or (ii) on which such documents are posted on Borrowers’ Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (i) upon request, Borrowers Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Borrowers Borrower shall notify the Administrative Agent and each Lender (by telecopier facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrowers will be required to provide paper copies of the Compliance Certificate required by Section 6.2(a) to Administrative Agent. Except for such Compliance Certificate, The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above andabove, and in any event, event shall have no responsibility to monitor compliance by Borrowers Borrower with any such request for delivery, delivery by a Lender and each Lender shall be solely responsible for requesting delivery to it or maintaining its it copies of such documents. Borrowers Borrower hereby acknowledge acknowledges that (a) Administrative Agent and/or the Arranger Arrangers will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers Borrower hereunder (collectively, “Borrowers Borrower Materials”) by posting the Borrowers Borrower Materials on IntraLinks Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers Borrower or their respective its securities) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such 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 (w) all Borrowers Borrower Materials that are to be made available to Public Lenders 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 Borrowers Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger Arrangers, the Issuing Lender and Lenders to treat such Borrowers Borrower Materials as not containing any material non-public information with respect to Borrowers Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Borrower Materials constitute Information (as defined in Section 10.7)Information, they shall be treated as set forth in Section 10.7); (y) all Borrowers Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public InvestorSide Information;” and (z) Administrative Agent and the Arranger Arrangers shall be entitled to treat any Borrowers Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorSide Information.” Notwithstanding the foregoing, Borrowers Borrower shall be under no obligation to xxxx any Borrowers Borrower Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower;
(b) Promptly after any reasonable request by Administrative Agent or any Lender through the Administrative Agent, 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 either Borrower by independent accountants in connection with the accounts or books of RSA Borrower or any of its Subsidiaries, or any audit of any of them;
(c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders stockholders of RSABorrower, and copies of all annual, regular, periodic and special reports and registration statements which RSA Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent or any Lender through the Administrative Agent, copies of any other report or other document that was filed by each Borrower or any of its Significant Subsidiaries with any Governmental Authority that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly available through filings Authority, other than routine reports or documents filed in connection with the SECTaxes;
(e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties have has contributed less than $35,000,0000 200,000,000 in the aggregate with respect to all such Pension Plans, (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a wholethereunder, (iii) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan subject to Section 412 of the Code Pension Funding Rules by Borrowers Borrower or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to Section 412 of the CodePension Funding Rules, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers Borrower or any of their respective its Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (ai) all notices received by Borrowers Borrower or any of their its ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor as to which either Borrower has any liability (contingent or otherwise); and (cii) all notices received by Borrowers Borrower or any of their its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are Borrower is taking or propose to take with respect thereto;
(h) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries that is $20,000,000 200,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, Laws or (ii) any creditor or lessor under a written credit agreement or material lease asserting a material default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 200,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by RSA Borrower or any of its Significant Subsidiaries (other than changes required by GAAP or by regulations promulgated by the Securities and Exchange Commission), including any determination by Borrowers referred to in Section 2.8;
(j) Promptly, such information and documentation as may be requested by 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 US Patriot Act and the Beneficial Ownership Regulation; and
(k) Promptly, such other data and information (other than materials protected by the attorney-client privilege and materials which the Borrower or such Subsidiary, as applicable, may not disclose without violation of a confidentiality obligation binding upon it) and as from time to time may be reasonably requested by Administrative Agent, any Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1(a) or (b) 6.1 or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically andelectronically, and if so delivered, delivered shall be deemed to have been delivered on the date
date (i) on which Borrowers post Borrower posts such documents documents, or provide provides a link thereto on Borrowers’ Borrower’s website on the Internet as notified to Administrative Agent from time to timeat the website address listed on Schedule 10.2 or such documents shall be available on the Website of the Securities and Exchange Commission at http://www.sec.gov; or (ii) on which such documents are posted on Borrowers’ Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (i) upon request, Borrowers Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Borrowers Borrower shall notify the Administrative Agent and each Lender (by telecopier facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrowers will be required to provide paper copies of the Compliance Certificate required by Section 6.2(a) to Administrative Agent. Except for such Compliance Certificate, The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above andabove, and in any event, event shall have no responsibility to monitor compliance by Borrowers Borrower with any such request for delivery, delivery by a Lender and each Lender shall be solely responsible for requesting delivery to it or maintaining its it copies of such documents. Borrowers Borrower hereby acknowledge acknowledges that (a) Administrative Agent and/or the Arranger will Arrangers may, but shall not be obligated to, make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers Borrower hereunder (collectively, “Borrowers Borrower Materials”) by posting the Borrowers Borrower Materials on IntraLinks IntraLinks, SyndTrak, ClearPar, or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders may be “public-side” the Lenders (i.e.each, Lenders that a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such 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 (w) all Borrowers Borrower Materials that are to be made available to Public Lenders 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 Borrowers Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger Arrangers, the Issuing Lender and Lenders to treat such Borrowers Borrower Materials as not containing any material non-public information with respect to Borrowers Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Borrower Materials constitute Information (as defined in Section 10.7)Information, they shall be treated as set forth in Section 10.7); (y) all Borrowers Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public InvestorSide Information;” and (z) Administrative Agent and the Arranger Arrangers shall be entitled to treat any Borrowers Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorSide Information.” Notwithstanding the foregoing, Borrowers Borrower shall be under no obligation to xxxx mark any Borrowers Borrower Materials “PUBLIC.”
Appears in 1 contract
Samples: Credit Agreement (Reliance, Inc.)
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower;
(b) Promptly after any reasonable request by Administrative Agent or any Lender through the Administrative Agent, 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 either Borrower by independent accountants in connection with the accounts or books of RSA Borrower or any of its Subsidiaries, or any audit of any of them;
(c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders stockholders of RSABorrower, and copies of all annual, regular, periodic and special reports and registration statements which RSA Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent or any Lender through the Administrative Agent, copies of any other report or other document that was filed by each Borrower or any of its Significant Subsidiaries with any Governmental Authority that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly available through filings Authority, other than routine reports or documents filed in connection with the SECTaxes;
(e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties have has contributed less than $35,000,0000 100,000,000 in the aggregate with respect to all such Pension Plans, (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a wholethereunder, (iii) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan subject to Section 412 of the Code Pension Funding Rules by Borrowers Borrower or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to Section 412 of the CodePension Funding Rules, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers Borrower or any of their respective its Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (ai) all notices received by Borrowers Borrower or any of their its ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (bii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers Borrower or any of their its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor does not contribute or as to which either Borrower has any no liability (contingent or otherwise); and (ciii) all notices received by Borrowers Borrower or any of their its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are Borrower is taking or propose to take with respect thereto;
(h) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries that is $20,000,000 100,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, Laws or (ii) any creditor or lessor under a written credit agreement or material lease asserting a material default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers Borrower or any of their respective its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 100,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by RSA Borrower or any of its Significant Subsidiaries (other than changes required by GAAP or by regulations promulgated by the Securities and Exchange Commission), including any determination by Borrowers referred to in Section 2.8;
(j) Promptly, such information and documentation as may be requested by 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 Regulation; and
(k) Promptly, such other data and information (other than materials protected by the attorney-client privilege and materials which the Company or such Subsidiary, as applicable, may not disclose without violation of a confidentiality obligation binding upon it) and as from time to time may be reasonably requested by Administrative Agent, any Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1(a) or (b) 6.1 or Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically andelectronically, and if so delivered, delivered shall be deemed to have been delivered on the date
date (i) on which Borrowers post Borrower posts such documents documents, or provide provides a link thereto on Borrowers’ Borrower’s website on the Internet as notified to Administrative Agent from time to timeat the website address listed on Schedule 10.2 or such documents shall be available on the Website of the Securities and Exchange Commission at hxxx://xxx.xxx.xxx; or (ii) on which such documents are posted on Borrowers’ Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial commercial, third-party website or whether sponsored by the Administrative Agent); provided that: that (i) upon request, Borrowers Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Borrowers Borrower shall notify the Administrative Agent and each Lender (by telecopier facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrowers will be required to provide paper copies of the Compliance Certificate required by Section 6.2(a) to Administrative Agent. Except for such Compliance Certificate, The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above andabove, and in any event, event shall have no responsibility to monitor compliance by Borrowers Borrower with any such request for delivery, delivery by a Lender and each Lender shall be solely responsible for requesting delivery to it or maintaining its it copies of such documents. Borrowers Borrower hereby acknowledge acknowledges that (a) Administrative Agent and/or the Arranger will Arrangers may, but shall not be obligated to, make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers Borrower hereunder (collectively, “Borrowers Borrower Materials”) by posting the Borrowers Borrower Materials on IntraLinks Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers Borrower or their respective its securities) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such 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 (w) all Borrowers Borrower Materials that are to be made available to Public Lenders 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 Borrowers Borrower Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger Arrangers, the Issuing Lender and Lenders to treat such Borrowers Borrower Materials as not containing any material non-public information with respect to Borrowers Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Borrower Materials constitute Information (as defined in Section 10.7)Information, they shall be treated as set forth in Section 10.7); (y) all Borrowers Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public InvestorSide Information;” and (z) Administrative Agent and the Arranger Arrangers shall be entitled to treat any Borrowers Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorSide Information.” Notwithstanding the foregoing, Borrowers Borrower shall be under no obligation to xxxx mxxx any Borrowers Borrower Materials “PUBLIC.”
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