General Reporting Requirements. The Collection Agent will provide to the Administrative Agent and each Managing Agent the following: (i) within 90 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants; (ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent; (iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower; (iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders; (v) as soon as possible and in any event within the greater of five days, or three Business Days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of Default, a statement of a Responsible Officer of such Person setting forth details of such Default or Event of Default and the action which such Person has taken and proposes to take with respect thereto; (vi) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Sale Agreement; (vii) promptly following the Administrative Agent’s request therefor, such other information, approvals or opinions respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or any Lender in connection with this Agreement; (viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director; (ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date; (x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; (xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and (xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 5 contracts
Samples: Omnibus Amendment (Community Health Systems Inc), Omnibus Amendment (Community Health Systems Inc), Omnibus Amendment (Community Health Systems Inc)
General Reporting Requirements. The Collection Agent Authorized Representative will provide to the Administrative Agent and each Managing Agent Buyer the following:
(i) within 90 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(viv) as soon as possible and in any event within the greater of five days, days or three Business Days after any Originator, the Borrower Administrative Agent or the Collection Agent has knowledge of the occurrence of each Default Termination or Event of DefaultTermination, a statement of a Responsible Officer of such Person setting forth details of such Default Termination or Event of Default Termination and the action which such Person has and the Originators have taken and proposes propose to take with respect thereto;
(vi) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Sale Agreement;
(viiv) promptly following the Administrative AgentBuyer’s request therefor, such other information, approvals or opinions respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower any Originator or any of its Affiliates as the Administrative Agent Buyer may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or any Lender Buyer and its assigns in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(xvi) promptly after the request by the Administrative Agent or any Managing AgentBuyer, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower Parent or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower Parent or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower Parent or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower Parent or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;; and
(xivii) as soon as possible after, and in any event within 10 ten days after any Responsible Officer of the Parent, the Borrower any Originator or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower Parent or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower Authorized Representative setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes Originators propose to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i5.01(c)(i), (ii) or (iviii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent Buyer or any Managing Agent, the Collection Agent Authorized Representative shall deliver paper copies of such documents to such Person the Buyer until a written request to cease delivering paper copies is given by such Personthe Buyer.
Appears in 3 contracts
Samples: Receivables Sale Agreement, Omnibus Amendment (Community Health Systems Inc), Receivables Sale Agreement (Community Health Systems Inc)
General Reporting Requirements. The Collection Agent Borrower will provide to the Administrative Agent (with a copy for the Lender) (and each Managing Agent to S&P and Fitch, with respect to items described in clause (vii)) the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants;
(ii) within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentBorrower, the consolidated a balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Borrower and the related statements of income, stockholders’ shareholders' equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP consistently applied and certified by a senior the chief financial officer of the ParentBorrower;
(iiiii) as soon as available and in any event within 50 days after the end of each of the first three quarters and within 90 120 days after the end of each fiscal year of the Borrower, a copy of the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants acceptable to the Agent;
(iii) as soon as received from the Originator and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Originator, to the extent received from the Originator, consolidated balance sheets of the Originator and its consolidated subsidiaries and the related statements of income, shareholders, equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the BorrowerOriginator;
(iv) as soon as received from the Originator and in any event within 120 days after the end of each fiscal year of the Originator, to the extent received from the Originator, a copy of the consolidated balance sheets of the Originator and its consolidated subsidiaries and the related statements of income, shareholders, equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants acceptable to the Agent;
(v) promptly after the same becomes publicly availablereceipt thereof, copies of all reports which the Originator sends to any of its securityholders and copies of all reports and registration statements which the Parent Originator files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(vvi) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Borrower or any ERISA Affiliate receives from such Corporation;
(vii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer the chief financial officer of such Person the Borrower setting forth details of such Default or Event of Default or event and the action which such Person the Borrower has taken and proposes to take with respect thereto;
(viviii) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered or made available to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator originator pursuant to the terms of the originator Sale Agreement;; and
(viiix) promptly following the Administrative Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, otherwise of the Borrower or any of its Affiliates as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, Agent or the Managing Agents or any Lender in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
General Reporting Requirements. The Collection Agent Seller will provide provide, or cause to be provided, to the Administrative Deal Agent and each Managing Agent (with a copy for the Purchaser) the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Seller and the related statements statement of income, stockholders’ equity income and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountantsaccountants acceptable to the Deal Agent;
(ii) as soon as available and in any event within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentOutSource International, the consolidated balance sheet sheets of the Parent OutSource International and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ shareholders' equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the ParentOutSource International;
(iii) within 50 days after the end of each of the first three quarters as soon as available and in any event within 90 days after the end of each fiscal year of the BorrowerOutSource International, the unaudited balance sheet a copy of the Borrower consolidated balance sheets of OutSource International and its consolidated subsidiaries and the related statements of income, stockholders’ shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified reported on by a senior financial officer of nationally recognized independent public accountants acceptable to the BorrowerDeal Agent;
(iv) promptly after the same becomes publicly availablesending or filing thereof (as the case may be), copies of (1) all reports which OutSource International sends to any of its securityholders, (2) all reports and registration statements which the Parent OutSource International files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders, in each such case to the extent that the Seller has received the same from OutSource International pursuant to the Originator Sale Agreement and (3) all reports, notices and/or certificates which OutSource International sends to any of its "Lenders" under the Revolving Credit Agreement, in each case to the extent that the Seller has received the same from OutSource International pursuant to the Originator Sale Agreement;
(v) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any ERISA Affiliate receives from such Corporation;
(vi) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of DefaultTermination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, a statement of a Responsible Officer the chief financial officer or chief accounting officer of such Person the Seller setting forth details of such Default or Event of Default Termination or event and the action which such Person the Seller has taken and proposes to take with respect thereto;
(vivii) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered or made available to the Borrower or the Collection Agent Seller by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Originator Sale Agreement;
(viiviii) no later than 10:00 a.m. Boston, Massachusetts time on each Thursday of each calendar week (or, if such day is not a Business Day, then the next Business Day to occur thereafter), and at the time of any Capital Increase, a certificate in form and substance satisfactory to the Deal Agent setting forth, as of the close of business of the preceding Sunday, the Purchase Limit, the Capital Limit, the outstanding Capital, the Aggregate Reserves, and the Purchased Interest (and demonstrating compliance with the representation and warranty set forth in Section 4.01(i)) (the "Weekly Settlement Report"); and
(ix) promptly following the Administrative Deal Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates Seller as the Administrative Deal Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, Deal Agent or the Managing Agents or any Lender Purchaser in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Outsource International Inc)
General Reporting Requirements. The Collection Agent OutSource International and each Originator will provide provide, or cause to be provided, to the Administrative Agent and each Managing Agent Buyer the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the ParentOutSource International, a copy of the consolidated balance sheet sheets of the Parent OutSource International and its consolidated subsidiaries (including each Originator) and the related statements statement of income, stockholders’ shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountantsaccountants acceptable to the Buyer;
(ii) as soon as available and in any event within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentOutSource International, the consolidated balance sheet sheets of the Parent OutSource International and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ shareholders' equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the ParentOutSource International;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly availablesending or filing thereof (as the case may be), copies of (1) all reports which OutSource International sends to any of its securityholders and (2) all reports and registration statements which the Parent OutSource International files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholderssecurityholders and (3) all reports, notices and/or certificates which OutSource International delivers to any of its "Lenders" under the Revolving Credit Agreement;
(iv) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the applicable Originator or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the applicable Originator or any ERISA Affiliate receives from such Corporation;
(v) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of DefaultTermination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, a statement of a Responsible Officer the chief financial officer or chief accounting officer of such Person the applicable Originator setting forth details of such Default or Event of Default Termination or event and the action which such Person the applicable Originator has taken and proposes to take with respect thereto;; and
(vi) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Sale Agreement;
(vii) promptly following the Administrative Agent’s Buyer's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower Originators, OutSource International or any of its their Affiliates as the Administrative Agent Buyer may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or any Lender Buyer in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Outsource International Inc)
General Reporting Requirements. The Collection Agent Borrower will provide to the Administrative Agent and each Managing Facility Agent the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentBorrower, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Borrower and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountants;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified accountants selected by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(vii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default and each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer of such Person the Borrower setting forth details of such Default or Event of Default or event and the action which such Person the Borrower has taken and proposes to take with respect thereto;
(viiii) to the extent not already provided, promptly following receipt thereof, to the extent requested by the Facility Agent, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiiv) promptly following the Administrative Facility Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates as the Administrative Facility Agent may from time to time reasonably request;
(v) with respect to each Guarantor, promptly after receipt thereof as made available to the Borrower after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentBorrower's representation thereof;
(vi) with respect to each Servicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Borrower, (A) copies of any annual audited financial statements of such Servicer, certified by an independent certified public accounting firm; (B) on an annual basis within 10 days after receipt thereof, copies of SAS 70 reports for such Servicer, or, if not available, the Managing Agents or any Lender annual compliance audit for each Servicer required by Section 428(b)(l)(4) of the Higher Education Act; and (C) to the extent not included in connection with this Agreementthe financial information provided pursuant to clauses (A) and (B) above, such Servicer's net dollar loss for the year due to servicing errors;
(vii) upon request, a Schedule of Financed Loans (indicating which Financed Loans are Higher SAP Loans);
(viii) at least 10 Business Days prior to as soon as available and in any event within 120 days after the effectiveness end of any removal each fiscal year of any Independent Director Nelnet, Inc., copies of consolidated financial statements for it and its consolidated subsidiaries, together with stand-alone financial statements of the Borrower, and within five Business Days after a Responsible Officer each prepared in accordance with generally accepted accounting principles, duly certified by independent certified public accountants of recognized standing selected by it, including, in the Borrower has actual knowledge case of the deathNelnet, incapacity or resignation of any Independent Director of the BorrowerInc., notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Directorconsolidating statements;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent filing or any Managing Agentreceiving thereof, copies of (i) all reports and notices with respect to any documents described Reportable Event defined in Section 101(k)(1) Article IV of ERISA that which the Borrower or any of its ERISA Affiliates may request files under ERISA with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of ERISA that Labor or which the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices receives from the administrator or sponsor Pension Benefit Guarantee Corporation;
(x) immediately upon becoming aware of the applicable Multiemployer Plana Servicer Event of Default, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt written notice thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentBorrower's actual knowledge thereof, written notice of (A) any litigation, investigation or proceeding which may exist at any time which could have a Material Adverse Effect; and (B) any material adverse development in previously disclosed litigation, including in each case, if known to the Borrower or any ERISA Affiliate knows or has reason to know thatBorrower, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, same against a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect theretoServicer; and
(xii) such other information (including nonfinancial information) as promptly after the Administrative Agent occurrence thereof, written notice of changes in the Higher Education Act or any Managing Agent may from time other law of the United States that could have a Material Adverse Effect or could materially and adversely affect (A) the ability of a Servicer to time reasonably requestperform its obligations under its Servicing Agreement, including any information available to or (B) the Borrowercollectibility or enforceability of a material amount of the Financed Loans, the Collection Agent or any Originator as any Lender may reasonably request in order Guarantee Agreement or Federal Reimbursement Contract with respect to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements a material amount of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonFinanced Loans.
Appears in 1 contract
General Reporting Requirements. The Collection Agent Issuer will provide to the Administrative Agent and each Managing Agent the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentIssuer, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Issuer and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountantsaccountants selected by the Issuer;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(v) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default and each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer of such Person the Issuer setting forth details of such Default or Event of Default or event and the action which such Person the Issuer has taken and proposes to take with respect thereto;
(viiii) to the extent not already provided, promptly following receipt thereof, to the extent requested by any Agent, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent Issuer by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiiv) promptly following the Administrative any Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower or Issuer as any of its Affiliates as the Administrative Agent may from time to time reasonably request;
(v) with respect to each Guarantor, promptly after receipt thereof as made available to the Issuer after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentIssuer's representation thereof;
(vi) with respect to each Servicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Issuer, (A) copies of any annual audited financial statements of such Servicer, certified by an independent certified public accounting firm; (B) on an annual basis within 10 days after receipt thereof, copies of SAS 70 reports for such Servicer, or, if not available, the Managing Agents or any Lender annual compliance audit for each Servicer required by Section 428(b)(1)(4) of the Higher Education Act; and (C) to the extent not included in connection with this Agreementthe financial information provided pursuant to clauses (A) and (B) hereof, such Servicer's net dollar loss for the year due to servicing errors;
(vii) upon request, a Schedule of Financed Loans;
(viii) at least 10 Business Days prior as soon as available and in any event within 120 days after the end of each fiscal year of Nelnet, Inc., copies of consolidated financial statements for it and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, duly certified by independent certified public accountants of recognized standing selected by it, including consolidating statements;
(ix) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the effectiveness Issuer files under ERISA with the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of Labor or which the Issuer receives from the Pension Benefit Guarantee Corporation;
(x) immediately upon becoming aware of the existence of any removal Event of any Independent Director Default, a written statement of the Borrower, and within five Business Days after a Responsible an Authorized Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice Issuer setting forth details of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA action that the Borrower or any of its ERISA Affiliates may request Issuer proposes to take with respect to thereto; and immediately upon becoming aware of any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) Servicer Event of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer PlanDefault, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt written notice thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentIssuer's actual knowledge thereof, written notice of (A) any litigation, investigation or proceeding which may exist at any time which could have a Material Adverse Effect and (B) any material adverse development in previously disclosed litigation, including in each case, if known to the Borrower Issuer, any of the same against a Servicer;
(xii) promptly after the occurrence thereof, written notice of changes in the Higher Education Act or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability law of the Borrower United States that could have a Material Adverse Effect or could materially and adversely affect (A) the ability of a Servicer to perform its obligations under any Servicing Agreement, or (B) the collectibility or enforceability of a material amount of the Financed Loans, or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent Guarantee Agreement or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take Federal Reimbursement Contract with respect theretoto a material amount of Financed Loans; and
(xiixiii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably upon request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) copies of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents information required to be delivered pursuant to Section 5.02(b)(i), (iiRule 144A(d)(4) or (iv) (to the extent any such documents are included in materials otherwise filed with under the Securities and Exchange Commission) shall be deemed Act of 1933, as amended in order to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request permit compliance with Rule 144A in connection with assignments of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonNotes.
Appears in 1 contract
Samples: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
General Reporting Requirements. The Collection Agent Seller will provide to the Administrative Deal Agent and each Managing Agent (with a copy for the Purchaser) the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Seller and the related statements statement of income, stockholders’ equity and cash flows income for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountantsaccountants acceptable to the Deal Agent (the Deal Agent acknowledges that in each case any of the "Big 5" accounting firms will be acceptable to the Deal Agent);
(ii) as soon as available and in any event within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentSynthetic, the consolidated balance sheet sheets of the Parent Synthetic and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ shareholders' equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the ParentSynthetic;
(iii) within 50 days after the end of each of the first three quarters as soon as available and in any event within 90 days after the end of each fiscal year of the BorrowerSynthetic, the unaudited balance sheet a copy of the Borrower consolidated balance sheets of Synthetic and its consolidated subsidiaries and the related statements of income, stockholders’ shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified reported on by a senior financial officer of the Borrowernationally recognized independent public accountants;
(iv) promptly after the same becomes publicly availablesending or filing thereof (as the case may be), copies of (1) all reports which Synthetic sends to any of its securityholders, (2) all reports and registration statements which the Parent Synthetic files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholderssecurityholders and (3) all reports, notices and/or certificates which Synthetic sends to any of its "Lenders" under the Revolving Credit Agreement, in each such case to the extent that the Seller has received the same from Synthetic pursuant to the Originator Sale Agreement;
(v) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any ERISA Affiliate receives from such Corporation;
(vi) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of DefaultTermination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, a statement of a Responsible Officer the chief financial officer or chief accounting officer of such Person the Seller setting forth details of such Default or Event of Default Termination or event and the action which such Person the Seller has taken and proposes to take with respect thereto;
(vivii) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection Agent Seller by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Originator Sale Agreement;
(viiviii) no later than 10:00 a.m. Boston, Massachusetts time on each Business Day, and at the time of any Capital Increase, a certificate in form and substance satisfactory to the Deal Agent setting forth, as of close business of the next preceding Business Day, the Purchase Limit, the Capital Limit, the outstanding Capital, the Aggregate Reserves, and the Purchased Interest (and demonstrating compliance with the representation and warranty set forth in Section 4.01(i)) (the "Daily Settlement Report"); and
(ix) promptly following the Administrative Deal Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates Seller as the Administrative Deal Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, Deal Agent or the Managing Agents or any Lender Purchaser in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Synthetic Industries Inc)
General Reporting Requirements. The Collection Agent OutSource International and each Originator will provide provide, or cause to be provided, to the Administrative Agent and each Managing Agent Buyer the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the ParentOutSource International, a copy of the consolidated balance sheet sheets of the Parent OutSource International and its consolidated subsidiaries (including each Originator) and the related statements statement of income, stockholders’ shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountantsaccountants acceptable to the Buyer;
(ii) as soon as available and in any event within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentOutSource International, the consolidated balance sheet sheets of the Parent OutSource International and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ shareholders' equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the ParentOutSource International;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly availablesending or filing thereof (as the case may be), copies of (1) all reports which OutSource International sends to any of its securityholders and (2) all reports and registration statements which the Parent OutSource International files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholderssecurityholders and (3) all reports, notices and/or certificates which OutSource International delivers to any of its "Lenders" under the Revolving Credit Agreement;
(iv) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the applicable Originator or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the applicable Originator or any ERISA Affiliate receives from such Corporation;
(v) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of DefaultTermination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, a statement of a Responsible Officer the chief financial officer or chief accounting officer of such Person the applicable Originator setting forth details of such Default or Event of Default Termination or event and the action which such Person the applicable Originator has taken and proposes to take with respect thereto;
(vi) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Sale Agreement;
(vii) promptly following the Administrative Agent’s Buyer's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower Originators, OutSource International or any of its their Affiliates as the Administrative Agent Buyer may from time to time reasonably request in order to protect the interests of the Administrative Agent, the Managing Agents or any Lender Buyer in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xiivii) no later than 10:00 a.m. Boston, Massachusetts time on each Thursday of each calendar week (or if such other information (including nonfinancial information) as day is not a Business Day, then the Administrative Agent or any Managing Agent may from time next Business Day to time reasonably requestoccur thereafter), including any information available a Weekly Settlement Report in form and substance satisfactory to the BorrowerAgent setting forth, as of the close of business of the preceding Sunday, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with Dilution Adjustment Credits and the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonTransferred Assets.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Outsource International Inc)
General Reporting Requirements. The Collection Agent Issuer will provide to the Administrative Agent and each Managing Agent the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentIssuer, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Issuer and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountantsaccountants selected by the Issuer;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(v) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default and each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer of such Person the Issuer setting forth details of such Default or Event of Default or event and the action which such Person the Issuer has taken and proposes to take with respect thereto;
(viiii) to the extent not already provided, promptly following receipt thereof, to the extent requested by any Agent, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent Issuer by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiiv) promptly following the Administrative any Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower or Issuer as any of its Affiliates as the Administrative Agent may from time to time reasonably request;
(v) with respect to each Guarantor, promptly after receipt thereof as made available to the Issuer after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentIssuer's representation thereof;
(vi) with respect to each Servicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Issuer, (A) copies of any annual audited financial statements of such Servicer, certified by an independent certified public accounting firm; (B) on an annual basis within 10 days after receipt thereof, copies of SAS 70 reports for such Servicer, or, if not available, the Managing Agents or any Lender annual compliance audit for each Servicer required by Section 428(b)(1)(4) of the Higher Education Act; and (C) to the extent not included in connection with this Agreementthe financial information provided pursuant to clauses (A) and (B) hereof, such Servicer's net dollar loss for the year due to servicing errors;
(vii) upon request, a Schedule of Financed Loans;
(viii) at least 10 Business Days prior as soon as available and in any event within 120 days after the end of each fiscal year of Union Financial Services, Inc., copies of consolidated financial statements for it and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, duly certified by independent certified public accountants of recognized standing selected by it, including consolidating statements;
(ix) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the effectiveness Issuer files under ERISA with the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of Labor or which the Issuer receives from the Pension Benefit Guarantee Corporation;
(x) immediately upon becoming aware of the existence of any removal Event of any Independent Director Default, a written statement of the Borrower, and within five Business Days after a Responsible an Authorized Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice Issuer setting forth details of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA action that the Borrower or any of its ERISA Affiliates may request Issuer proposes to take with respect to thereto; and immediately upon becoming aware of any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) Servicer Event of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer PlanDefault, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt written notice thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentIssuer's actual knowledge thereof, written notice of (A) any litigation, investigation or proceeding which may exist at any time which could have a Material Adverse Effect and (B) any material adverse development in previously disclosed litigation, including in each case, if known to the Borrower Issuer, any of the same against a Servicer;
(xii) promptly after the occurrence thereof, written notice of changes in the Higher Education Act or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability law of the Borrower United States that could have a Material Adverse Effect or could materially and adversely affect (A) the ability of a Servicer to perform its obligations under any Servicing Agreement, or (B) the collectibility or enforceability of a material amount of the Financed Loans, or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent Guarantee Agreement or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take Federal Reimbursement Contract with respect theretoto a material amount of Financed Loans; and
(xiixiii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably upon request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) copies of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents information required to be delivered pursuant to Section 5.02(b)(i), (iiRule 144A(d)(4) or (iv) (to the extent any such documents are included in materials otherwise filed with under the Securities and Exchange Commission) shall be deemed Act of 1933, as amended in order to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request permit compliance with Rule 144A in connection with assignments of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonNotes.
Appears in 1 contract
Samples: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
General Reporting Requirements. The Collection Agent Borrower will provide to the Administrative Agent and each Managing Facility Agent the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentBorrower, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Borrower and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountants;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified accountants selected by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(vii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default and each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer of such Person the Borrower setting forth details of such Default or Event of Default or event and the action which such Person the Borrower has taken and proposes to take with respect thereto;
(viiii) to the extent not already provided, promptly following receipt thereof, to the extent requested by the Facility Agent, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiiv) promptly following the Administrative Facility Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates as the Administrative Facility Agent may from time to time reasonably request;
(v) with respect to each Guarantor, promptly after receipt thereof as made available to the Borrower after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentBorrower's representation thereof;
(vi) with respect to each Servicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Borrower, (A) copies of any annual audited financial statements of such Servicer, certified by an independent certified public accounting firm; (B) on an annual basis within 10 days after receipt thereof, copies of SAS 70 reports for such Servicer, or, if not available, the Managing Agents or any Lender annual compliance audit for each Servicer required by Section 428(b)(l)(4) of the Higher Education Act; and (C) to the extent not included in connection with this Agreementthe financial information provided pursuant to clauses (A) and (B) above, such Servicer's net dollar loss for the year due to servicing errors;
(vii) upon request, a Schedule of Purchased Loans;
(viii) at least 10 Business Days prior to as soon as available and in any event within 120 days after the effectiveness end of any removal each fiscal year of any Independent Director NELnet, Inc., copies of the Borrowerconsolidated financial statements for it and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, and within five Business Days after a Responsible Officer duly certified by independent certified public accountants of the Borrower has actual knowledge of the deathrecognized standing selected by it, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Directorincluding consolidating statements;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent filing or any Managing Agentreceiving thereof, copies of (i) all reports and notices with respect to any documents described Reportable Event defined in Section 101(k)(1) Article IV of ERISA that which the Borrower or any of its ERISA Affiliates may request files under ERISA with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of ERISA that Labor or which the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices receives from the administrator or sponsor Pension Benefit Guarantee Corporation;
(x) immediately upon becoming aware of the applicable Multiemployer Plana Servicer Event of Default, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt written notice thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentBorrower's actual knowledge thereof, written notice of (A) any litigation, investigation or proceeding which may exist at any time which could have a Material Adverse Effect; and (B) any material adverse development in previously disclosed litigation, including in each case, if known to the Borrower or any ERISA Affiliate knows or has reason to know thatBorrower, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, same against a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect theretoServicer; and
(xii) such other information (including nonfinancial information) as promptly after the Administrative Agent occurrence thereof, written notice of changes in the Higher Education Act or any Managing Agent may from time other law of the United States that could have a Material Adverse Effect or could materially and adversely affect (A) the ability of a Servicer to time reasonably requestperform its obligations under its Servicing Agreement, including any information available to or (B) the Borrowercollectibility or enforceability of a material amount of the Financed Loans, the Collection Agent or any Originator as any Lender may reasonably request in order Guarantee Agreement or Federal Reimbursement Contract with respect to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements a material amount of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonFinanced Loans.
Appears in 1 contract
General Reporting Requirements. The Collection Agent Borrower will provide to the Administrative Agent and to each Managing Agent Required Lender the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentBorrower, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Borrower and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountants;
(ii) within 50 days after the end of each of the first three quarters of each fiscal year of the Parent, the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified accountants selected by a senior financial officer of the Parent;
(iii) within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrower;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(vii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Event of Default and each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, a statement of a Responsible Officer of such Person the Borrower setting forth details of such Default or Event of Default or event and the action which such Person the Borrower has taken and proposes to take with respect thereto;
(viiii) to the extent not already provided, promptly following receipt thereof; to the extent requested by the Agent or any Required Lender, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiiv) promptly following the Administrative Agent’s 's or any Required Lender's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower as the Agent or any of its Affiliates as the Administrative Agent Required Lender may from time to time reasonably request;
(v) with respect to each Guarantor, promptly after receipt thereof as made available to the Borrower after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentBorrower's representation thereof;
(vi) with respect to each Servicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Borrower, (A) copies of any annual audited financial statements of such Servicer, certified by an independent certified public accounting firm; (B) on an annual basis within 10 days after receipt thereof, copies of SAS 70 reports for such Servicer, or, if not available, the Managing Agents or any Lender annual compliance audit for each Servicer required by Section 428(b)(l)(4) of the Higher Education Act; and (C) to the extent not included in connection with this Agreementthe financial information provided pursuant to clauses (A) and (B) hereof, such Servicer's net dollar loss for the year due to servicing errors;
(vii) upon request, a Schedule of Purchased Loans;
(viii) at least 10 Business Days prior as soon as available and in any event within 120 days after the end of each fiscal year of Union Financial Services, Inc., copies of consolidated financial statements for it and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, duly certified by independent certified public accountants of recognized standing selected by it, including consolidating statements;
(ix) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the effectiveness Borrower files under ERISA with the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of Labor or which the Borrower receives from the Pension Benefit Guarantee Corporation;
(x) immediately upon becoming aware of the existence of any removal Event of any Independent Director Default, a written statement of the Borrower, and within five Business Days after a Responsible an Authorized Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice setting forth details of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA action that the Borrower or any of its ERISA Affiliates may request proposes to take with respect to thereto; and immediately upon becoming aware of any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) Servicer Event of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer PlanDefault, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt written notice thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentBorrower's actual knowledge thereof, written notice of (A) any litigation investigation or proceeding which may exist at any time which could have a Material Adverse Effect and (B) any material adverse development in previously disclosed litigation, including in each case, if known to the Borrower or any ERISA Affiliate knows or has reason to know thatBorrower, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, same against a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect theretoServicer; and
(xii) such other information (including nonfinancial information) as promptly after the Administrative Agent occurrence thereof, written notice of changes in the Higher Education Act or any Managing Agent may from time other law of the United States that could have a Material Adverse Effect or could materially and adversely affect (A) the ability of a Servicer to time reasonably requestperform its obligations under any Servicing Agreement, including any information available to or (B) the Borrowercollectibility or enforceability of a material amount of the Financed Loans, the Collection Agent or any Originator as any Lender may reasonably request in order Guarantee Agreement or Federal Reimbursement Contract with respect to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements a material amount of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such PersonFinanced Loans.
Appears in 1 contract
General Reporting Requirements. The Collection Agent Seller will provide to the Administrative Agent (with a copy for the Purchaser) (and each Managing Agent to S&P and Fitch, with respect to items described in clause (vii)) the following:
(i) as soon as available and in any event within 90 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its consolidated subsidiaries (including each Originator) and the related statements of income, stockholders’ equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants;
(ii) within 50 45 days after the end of each of the first three quarters of each fiscal year of the ParentSeller, the consolidated a balance sheet of the Parent and its consolidated subsidiaries (including each Originator) Seller and the related statements of income, stockholders’ shareholders, equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP consistently applied and certified by a senior the chief financial officer of the ParentSeller;
(iiiii) as soon as available and in any event within 50 days after the end of each of the first three quarters and within 90 120 days after the end of each fiscal year of the BorrowerSeller, a copy of the unaudited balance sheet of the Borrower Seller and the related statements of income, stockholders’ shareholders, equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants acceptable to the Agent;
(iii) as soon as received from the originator and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Originator, to the extent received from the originator, consolidated balance sheets of the Originator and its consolidated subsidiaries and the related statements of income, shareholders, equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the BorrowerOriginator;
(iv) as soon as received from the Originator and in any event within 120 days after the end of each fiscal year of the Originator, to the extent received from the originator, a copy of the consolidated balance sheets of the originator and its consolidated subsidiaries and the related statements of income, shareholders' equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on by nationally recognized independent public accountants acceptable to the Agent;
(v) promptly after the same becomes publicly availablereceipt thereof, copies of all reports which the Originator sends to any of its securityholders and copies of all reports and registration statements which the Parent Originator files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(vvi) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any ERISA Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any ERISA Affiliate receives from such Corporation;
(vii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Event of DefaultTermination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, a statement of a Responsible Officer the chief financial officer of such Person the Seller setting forth details of such Default or Event of Default Termination or event and the action which such Person the Seller has taken and proposes to take with respect thereto;
(viviii) to the extent not already provided, promptly following receipt thereof, copies of all financial statements, settlement statements, portfolio and other reports, notices, disclosures, certificates, budgets and other written material delivered or made available to the Borrower or the Collection Agent Seller by the Transferor under the Contribution Agreement or any Originator pursuant to the terms of the Originator Sale Agreement;; and
(viiix) promptly following the Administrative Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates Seller as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, Agent or the Managing Agents or any Lender Purchaser in connection with this Agreement;
(viii) at least 10 Business Days prior to the effectiveness of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director;
(ix) at the time of the delivery of the financial statements for the fiscal year of the Borrower provided for in clause (iii) of this paragraph, the name of the Independent Director of the Borrower as of such date;
(x) promptly after the request by the Administrative Agent or any Managing Agent, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;
(xi) as soon as possible after, and in any event within 10 days after any Responsible Officer of the Parent, the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the action, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available to the Borrower, the Collection Agent or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) of the Banking Consolidation Directive (Directive 2006/48/EC (as amended)) as may be applicable to such Lender (or Liquidity Provider or other program support provider). Documents required to be delivered pursuant to Section 5.02(b)(i), (ii) or (iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request of the Administrative Agent or any Managing Agent, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
General Reporting Requirements. The Collection Agent Borrower will provide to the Administrative Agent and each Managing Agent the following:
(i) as soon as available and in any event within 90 120 days after the end of each fiscal year of the ParentBorrower and Nelnet, Inc., a copy of the consolidated balance sheet of the Parent Borrower and its consolidated subsidiaries (including each Originator) Nelnet Inc. and the related statements of income, stockholders’ beneficial interest holders' (or securityholders') equity and cash flows for such year, each prepared in accordance with GAAP consistently applied and reported on duly certified by nationally recognized independent certified public accountantsaccountants selected by the Borrower;
(ii) as soon as available and in any event within 50 45 days after the end of each fiscal quarter of the first three quarters Borrower and Nelnet, Inc., a copy of each fiscal year of the Parent, the consolidated an unaudited balance sheet of the Parent Borrower and its consolidated subsidiaries (including each Originator) Nelnet, Inc. and the related statements of income, stockholders’ equity and cash flows each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, prepared in accordance with GAAP and certified by a senior financial officer of the Parent;
beneficial interest holders' (iiior securityholders') within 50 days after the end of each of the first three quarters and within 90 days after the end of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower and the related statements of income, stockholders’ equity and cash flows for such yearfiscal quarter, each prepared in accordance with GAAP consistently applied and certified by a senior financial officer of the Borrowerapplied;
(iv) promptly after the same becomes publicly available, copies of all reports and registration statements which the Parent files with the Securities and Exchange Commission or any national securities exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling securityholders;
(viii) as soon as possible and in any event within the greater of five days, or three Business Days days after the Borrower or the Collection Agent has knowledge of the occurrence of each Default or Termination Event of Defaultand each Potential Termination Event, a statement of a Responsible Officer of such Person the Borrower setting forth details of such Default Termination Event or Potential Termination Event of Default and the action which such Person the Borrower has taken and proposes to take with respect thereto;
(viiv) to the extent not already provided, promptly following receipt thereof, to the extent requested by the Administrative Agent, copies of all financial statements, settlement statements, portfolio and other material reports, notices, disclosures, certificates, budgets certificates and other written material delivered or made available to the Borrower or the Collection Agent by the Transferor under the Contribution Agreement or any Originator Person pursuant to the terms of the Sale Agreementany Transaction Document;
(viiv) promptly following the Administrative Agent’s 's request therefor, such other information, approvals or opinions information respecting the Receivables Financed Loans and the other Pledged Collateral or the conditions or operations, financial or otherwise, of the Borrower or any of its Affiliates as the Administrative Agent may from time to time reasonably request;
(vi) with respect to each Guarantor, promptly after receipt thereof as made available to the Borrower after request in order to protect therefor, copies of any audited financial statements of such Guarantor certified by an independent certified public accounting firm and a written statement setting forth the interests Trigger Rate of such Guarantor and the source of the Administrative AgentBorrower's representation thereof;
(vii) with respect to each Servicer and Subservicer and promptly after receipt thereof after a good faith effort to obtain such material is made by the Borrower, (A) copies of any annual audited financial statements of such Servicer or Subservicer, certified by an independent certified public accounting firm, (B) on an annual basis within 30 days after receipt thereof, copies of SAS 70 reports for such Servicer or Subservicer, or, if not available, the Managing Agents annual compliance audit for each Servicer and Subservicer required by Section 428(b)(l)(4) of the Higher Education Act and (C) to the extent not included in the financial information provided pursuant to clauses (A) and (B) above, such Servicer's or any Lender in connection with this AgreementSubservicer's net dollar loss for the year due to servicing errors;
(viii) at least 10 Business Days prior to the effectiveness upon request, a Schedule of any removal of any Independent Director of the Borrower, and within five Business Days after a Responsible Officer of the Borrower has actual knowledge of the death, incapacity or resignation of any Independent Director of the Borrower, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent DirectorFinanced Loans;
(ix) at as soon as available and in any event within 120 days after the time end of the delivery each fiscal year of the Nelnet, Inc., copies of consolidated financial statements for the fiscal year it and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles, duly certified by independent certified public accountants of the Borrower provided for in clause (iii) of this paragraphrecognized standing selected by it, the name of the Independent Director of the Borrower as of such dateincluding consolidating statements;
(x) promptly after the request by the Administrative Agent filing or any Managing Agentreceiving thereof, copies of (i) all reports and notices with respect to any documents described Reportable Event defined in Section 101(k)(1) Article IV of ERISA that or with respect to the termination of any Benefit Plan which the Borrower or any of its ERISA Affiliates may request files under ERISA with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) the Internal Revenue Service, the Pension Benefit Guarantee Corporation or the U.S. Department of ERISA that Labor or which the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates has not requested such documents or notices receives from the administrator or sponsor of the applicable Multiemployer Plan, the Borrower or the applicable ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereofPension Benefit Guarantee Corporation;
(xi) immediately upon becoming aware of a Servicer Default, the default by a Subservicer under a Subservicing Agreement or a Material Adverse Effect, written notice thereof;
(xii) as soon as possible after, and in any event within 10 days after any Responsible Officer three Business Days of the ParentBorrower's actual knowledge thereof, the Borrower written notice of (A) any litigation, investigation or proceeding which may exist at any ERISA Affiliate knows or has reason to know thattime which could have a Material Adverse Effect; and (B) any material adverse development in previously disclosed litigation, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result including in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a statement of a Responsible Officer of the Parent or the Borrower setting forth details as to such ERISA Event and the actioneach case, if any, that the Parent or the Borrower proposes to take with respect thereto; and
(xii) such other information (including nonfinancial information) as the Administrative Agent or any Managing Agent may from time to time reasonably request, including any information available known to the Borrower, any of the Collection Agent same against a Servicer or Subservicer;
(xiii) promptly after the occurrence thereof, written notice of changes in the Higher Education Act or any Originator as any Lender may reasonably request in order to assist such Lender (or its related Liquidity Provider or other program support provider) in complying with the requirements of Article 122a(4) and (5) law of the Banking Consolidation Directive United States that could have a Material Adverse Effect or could materially and adversely affect (Directive 2006/48/EC A) the ability of a Servicer to perform its obligations under its Servicing Agreement, (as amended)B) as may be applicable the ability of a Subservicer to such Lender perform its obligations under its Subservicing Agreement, or (C) the collectibility or Liquidity Provider enforceability of a material amount of the Financed Loans, or other program support provider). Documents any Guarantee Agreement or Federal Reimbursement Contract with respect to a material amount of Financed Loans;
(xiv) upon request, copies of the information required to be delivered pursuant to Section 5.02(b)(i), (iiRule 144A(d)(4) or (iv) (to the extent any such documents are included in materials otherwise filed with under the Securities and Exchange CommissionAct in order to permit compliance with Rule 144A in connection with assignments of Notes; and
(xv) shall be deemed to have been delivered on promptly, notice of any change in the date on which such documents are available on the Securities and Exchange Commission’s electronic database (XXXXX); provided that upon the request accountants or accounting policy of the Administrative Agent Borrower or any Managing AgentNelnet, the Collection Agent shall deliver paper copies of such documents to such Person until a written request to cease delivering paper copies is given by such Person.Inc.
Appears in 1 contract
Samples: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
