Additional Reporting. (a) Along with the Financial Statements set forth above, the name, address and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate. (b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any of the Borrowers or any of the other Obligors may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction. (c) Such other reports, statements and reconciliations with respect to the Borrowing Base, Collateral or Indebtedness of any or all of Westcon or Borrowers or any of the other Obligors as either Collateral Agent shall from time to time request in its discretion. Each certificate, schedule and report provided by Westcon, any Borrower or any other Obligor to any of the Arranger or Collateral Agents or to any Lender under Article VIII or otherwise hereunder shall be signed by the Chief Executive Officer or Chief Financial Officer of Westcon or the applicable Borrower, as applicable, and which signature shall be deemed a representation and warranty that the information contained in such certificate, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods.
Appears in 1 contract
Sources: Credit Agreement (Westcon Group Inc)
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holding’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Holding’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Holdings or the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders may make tobe “public-side” Lenders (i.e., or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations Lenders that do not wish to receive material non-public information with respect to the Borrowing BaseBorrower or its securities) (each, Collateral or Indebtedness a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or all of Westcon equity securities that are registered or Borrowers issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the other Obligors as either Collateral Agent shall from time Borrower Materials that may be distributed to time request in its discretion. Each certificate, schedule the Public Lenders and report provided by Westcon, any that (w) all such Borrower or any other Obligor to any of the Arranger or Collateral Agents or to any Lender under Article VIII or otherwise hereunder Materials shall be signed clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Chief Executive Officer or Chief Financial Officer of Westcon or Borrower Materials “PUBLIC,” the applicable Borrower, as applicable, and which signature Borrower shall be deemed a representation to have authorized the Administrative Agent, the Arrangers and warranty the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the information contained in extent such certificateBorrower Materials constitute Information, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII they shall be prepared treated as set forth in accordance with GAAP applied consistently throughout Section 11.07); (y) all the periods reflected therein Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and with prior periods(z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Spansion Inc.)
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holding’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Holding’s or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Holdings or the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings or the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders may make tobe “public-side” Lenders (i.e., or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations Lenders that do not wish to receive material non-public information with respect to the Borrowing BaseBorrower or its securities) (each, Collateral or Indebtedness a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or all of Westcon equity securities that are registered or Borrowers issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the other Obligors as either Collateral Agent shall from time Borrower Materials that may be distributed to time request in its discretion. Each certificate, schedule the Public Lenders and report provided by Westcon, any that (w) all such Borrower or any other Obligor to any of the Arranger or Collateral Agents or to any Lender under Article VIII or otherwise hereunder Materials shall be signed clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Chief Executive Officer or Chief Financial Officer of Westcon or Borrower Materials “PUBLIC,” the applicable Borrower, as applicable, and which signature Borrower shall be deemed a representation to have authorized the Administrative Agent, the Arrangers and warranty the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the information contained in extent such certificateBorrower Materials constitute Information, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII they shall be prepared treated as set forth in accordance with GAAP applied consistently throughout Section 11.07); (y) all the periods reflected therein Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and with prior periods(z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.
Appears in 1 contract
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of the Company or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledge that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders (each, a “Public Lender”) may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations have personnel who do not wish to receive material non-public information with respect to the Borrowing Base, Collateral or Indebtedness of any or all of Westcon or Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other Obligors as either Collateral Agent shall from time market-related activities with respect to time request in its discretionsuch Persons’ securities. Each certificate, schedule and report provided by Westcon, any Borrower or any other Obligor The Borrowers hereby agree that they will use commercially reasonable efforts to any identify that portion of the Arranger or Collateral Agents or Borrower Materials that may be distributed to any Lender under Article VIII or otherwise hereunder the Public Lenders and that (w) all such Borrower Materials shall be signed clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Chief Executive Officer or Chief Financial Officer of Westcon or the applicable Borrower, as applicable, and which signature Borrowers shall be deemed a representation to have authorized the Administrative Agent, the Arranger, the L/C Issuer and warranty the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the information contained in extent such certificateBorrower Materials constitute Information, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII they shall be prepared treated as set forth in accordance with GAAP applied consistently throughout Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the periods reflected therein Platform designated “Public Investor;” and with prior periods(z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrowers shall be under no Obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.
Appears in 1 contract
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holding’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Holding’s or the Borrower’s behalf on an Internet
(i) Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Holdings or the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings or the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders may make tobe “public-side” Lenders (i.e., or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations Lenders that do not wish to receive material non-public information with respect to the Borrowing BaseBorrower or its securities) (each, Collateral or Indebtedness a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or all of Westcon equity securities that are registered or Borrowers issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the other Obligors as either Collateral Agent shall from time Borrower Materials that may be distributed to time request in its discretion. Each certificate, schedule the Public Lenders and report provided by Westcon, any that (w) all such Borrower or any other Obligor to any of the Arranger or Collateral Agents or to any Lender under Article VIII or otherwise hereunder Materials shall be signed clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Chief Executive Officer or Chief Financial Officer of Westcon or the applicable Borrower, as applicable, and which signature Borrower shall be deemed a representation to have authorized the Administrative Agent, the Arranger and warranty the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the information contained in extent such certificateBorrower Materials constitute Information, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII they shall be prepared treated as set forth in accordance with GAAP applied consistently throughout Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the periods reflected therein Platform designated “Public Investor;” and with prior periods(z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no Obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.
Appears in 1 contract
Sources: Credit Agreement (Spansion Inc.)
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
(i) Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Holdings or the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings or the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings or the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders may make tobe “public-side” Lenders (i.e., or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations Lenders that do not wish to receive material non-public information with respect to the Borrowing BaseBorrower or its securities) (each, Collateral or Indebtedness a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or all of Westcon equity securities that are registered or Borrowers issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the other Obligors as either Collateral Agent shall from time Borrower Materials that may be distributed to time request in its discretion. Each certificate, schedule the Public Lenders and report provided by Westcon, any Borrower or any other Obligor to any of the Arranger or Collateral Agents or to any Lender under Article VIII or otherwise hereunder shall be signed by the Chief Executive Officer or Chief Financial Officer of Westcon or the applicable Borrower, as applicable, and which signature shall be deemed a representation and warranty that the information contained in such certificate, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods.that
Appears in 1 contract
Sources: Credit Agreement (Spansion Inc.)
Additional Reporting. Promptly, such additional information regarding the business, financial, legal or corporate affairs of the Borrower or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b), or Section 6.02(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) Along with the Financial Statements set forth aboveAdministrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the name, address Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and phone number of each Account Debtors' primary contacts for each Receivable on the Receivable aging report contained in its most recent Borrowing Capacity Certificate.
(b) Within five (5) days after the same are sent, copies of all Financial Statements and reports which any of Westcon or the Borrowers or the other Obligors sends to any of their stockholders, and within five (5) days after the same are filed, copies of all Financial Statements and reports which Westcon or any certain of the Borrowers or any of the other Obligors Lenders (each a “Public Lender”) may make to, or file with, the Securities and Exchange Commission or any successor or analogous governmental authority in any jurisdiction.
(c) Such other reports, statements and reconciliations have personnel who do not wish to receive material non-public information with respect to the Borrowing BaseBorrower or its Affiliates, Collateral or Indebtedness the respective securities of any or all of Westcon or Borrowers or any of the foregoing, and who may be engaged in investment and other Obligors as either Collateral Agent shall from time market related activities with respect to time request in its discretionsuch Persons’ securities. Each certificate, schedule and report provided by Westcon, any The Borrower or any other Obligor hereby agrees that it will use commercially reasonable efforts to any identify that portion of the Arranger or Collateral Agents or Borrower Materials that may be distributed to any Lender under Article VIII or otherwise hereunder the Public Lenders and that (w) all such Borrower Materials shall be signed clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Chief Executive Officer or Chief Financial Officer of Westcon or the applicable Borrower, as applicable, and which signature Borrower shall be deemed a representation to have authorized the Administrative Agent, the Lead Arrangers and warranty the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the information contained in extent such certificateBorrower Materials constitute Information, schedule or report is true and accurate in all respects, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00 on the date as of which such certificate, schedule or report is made and does not omit to state a fact necessary in order to make the statements contained therein not misleading at such time, except for inadvertent, immaterial errors not exceeding the aggregate amount of $500,000.00. Each Financial Statement delivered pursuant to this Article VIII they shall be prepared treated as set forth in accordance with GAAP applied consistently throughout Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the periods reflected therein Platform designated “Public Investor;” and with prior periods(z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no Obligation to ▇▇▇▇ any Borrower Materials “PUBLIC”.
Appears in 1 contract
Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)