Common use of Compliance and Other Information Clause in Contracts

Compliance and Other Information. The Loan Parties shall deliver to the Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 7.01, (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Loan Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Chrysler Group LLC, as the case may be, and (iii) to the extent not previously disclosed to the Lender (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a description of any Person that has become a Subsidiary of any Secured Loan Party in each case and (z) any Personal Property Security Act or Uniform Commercial Code financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (b) as soon as practicable prior to the effectiveness thereof, copies of substantially final drafts of any material amendment, supplement, waiver or other modification with respect to the Transaction Documents; (c) as soon as available and in any event by June 30 and December 30 of each year commencing in the year 2010, updated Schedules 6.09, 6.14 and 6.17 to this Loan Agreement and Schedule 4.1(e) of the Security Agreements, which shall be true, accurate and complete in all material respects as of the last Business Day of such fiscal period; (d) within fifteen (15) days after the conclusion of each calendar month, beginning with the month in which the Restatement Date occurs, a certification signed by a Responsible Officer of the Borrower that (i) the Expense Policy conforms to the requirements set forth herein; (ii) the Borrower and its Subsidiaries are in compliance with the Expense Policy; and (iii) there have been no material amendments to the Expense Policy or deviations from the Expense Policy other than those that have been disclosed to and approved by the Lender; (e) on the last day of each fiscal quarter beginning with the second fiscal quarter of 2009, certification that Chrysler Group LLC and its Subsidiaries, including without limitation, the Borrower, have complied with and are in compliance with the provisions set forth in Section 7.10 and in Section 5.10 of the US First Lien Credit Agreement, as applicable; such certification shall be made to the Lender by an SEO of Chrysler Group LLC, subject to the requirements and penalties set forth in Title 18, Internal Revenue Code of 1986 of the United States Code, Section 1001; and (f) promptly, such additional financial and other information as the Lender may from time to time reasonably request.

Compliance and Other Information. The Loan Parties Borrower shall deliver to the Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 7.015.1, (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party Group Member with the provisions of this Loan Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Chrysler Group LLCthe Borrower, as the case may be, and (iii) to the extent not previously disclosed to the Lender (x) a description of any change in the jurisdiction of organization of any Loan Party, (y) a description of any Person that has become a Subsidiary of any Secured Loan Party Group Member in each case and (z) any Personal Property Security Act or Uniform Commercial Code UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (b) as soon as practicable prior to the effectiveness thereof, copies of substantially final drafts of any material amendment, supplement, waiver or other modification with respect to the Transaction Documents; (c) promptly following any written request by the Lender therefor, on and after the effectiveness of the Pension Act, copies of (i) any documents described in section 101(k) of ERISA that the Borrower or any Commonly Controlled Entity may request with respect to any Multiemployer Plan and (ii) any notices described in section 101(l) of ERISA that the Borrower or any Commonly Controlled Entity may request with respect to any Plan or Multiemployer Plan; provided, that if the Borrower or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, the Borrower or the applicable Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to the Lender promptly after receipt thereof; (d) as soon as available and in any event within five (5) Business Days following the Closing Date, updated definitive Schedules to this Agreement, and by June 30 and December 30 31 of each year year, commencing in the year 2010, updated Schedules 6.091.1D, 6.14 1.1F, 3.13(a), 3.13(c), 3.14(a) and 6.17 3.14(b) to this Loan Agreement and Schedule 4.1(e) of 1.1 and 3 to the Security AgreementsAgreement, which shall be true, accurate and complete in all material respects as of the last Business Day of such fiscal period; (de) within fifteen (15) days after the conclusion of each calendar month, beginning with the month in which the Restatement Closing Date occurs, a certification signed by a Responsible Officer of the Borrower and its Subsidiaries that (i) the Expense Policy conforms to the requirements set forth herein; (ii) the Borrower and its Subsidiaries are in compliance with the Expense Policy; and (iii) there have been no material amendments to the Expense Policy or deviations from the Expense Policy other than those that have been disclosed to and approved by the Lender; (ef) on the last day of each fiscal quarter beginning with the second fiscal quarter of 2009, certification certifying that Chrysler each Group LLC and its Subsidiaries, including without limitation, the Borrower, have Member has complied with and are is in compliance with the provisions set forth in Section 7.10 and in Section 5.10 of the US First Lien Credit Agreement, as applicable; such 5.10. Such certification shall be made to the Lender TARP Compliance Office of the United Stated government by an SEO of Chrysler Group LLCthe Borrower, subject to the requirements and penalties set forth in Title 18Xxxxx 00, Internal Revenue Code of 1986 of the United States Xxxxxx Xxxxxx Code, Section 1001; and (fg) promptly, such additional financial and other information as the Lender may from time to time reasonably request.

Compliance and Other Information. The Loan Parties Company shall deliver to the LenderAdministrative Agent, for delivery to the Lenders, and to the Arrangers: (a) concurrently with the delivery of any financial statements pursuant to Section 7.015.1, (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party Group Member with the provisions of this Loan Agreement referred to therein as of the last day of the fiscal quarter Fiscal Quarter or fiscal year Fiscal Year of Chrysler Group LLCthe Company, as the case may bebe and setting forth reasonably detailed calculations of the Leverage Ratio as of the last day of such Fiscal Quarter or Fiscal Year of the Company, and (iii) to the extent not previously disclosed to the Lender Lenders (x) a description of any change in the jurisdiction of organization of any Loan Borrower or other Credit Party, (y) a description of any Person that has become a Subsidiary of any Secured Loan Party in each case Group Member and (z) any Personal Property Security Act or Uniform Commercial Code UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (b) as soon as practicable prior to following the effectiveness execution thereof, copies of substantially final drafts of any material amendment, supplement, waiver or other modification with respect to the Transaction Related Agreements or the Specified Documents; (c) as soon as available promptly following any written request therefor by the Administrative Agent, or by any Lender acting through the Administrative Agent, copies of (i) any documents described in section 101(k) of ERISA that the Company or any Commonly Controlled Entity may request with respect to any Multiemployer Plan and (ii) any notices described in section 101(1) of ERISA that the Company or any event Commonly Controlled Entity may request with respect to any Plan or Multiemployer Plan; provided, that if the Company or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, the Company or the applicable Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to the Lenders promptly after receipt thereof; (d) by June 30 and December 30 of each year year, commencing in the year 2010June 30, 2012 (and promptly upon consummation of any Material Acquisition), updated Schedules 6.09, 6.14 1.1E and 6.17 4.13(d) to this Loan Agreement and Schedule 4.1(ethe updated Collateral Questionnaire and other information required by Section 4.3(b) of the Security AgreementsGuarantee and Collateral Agreement, which shall be true, accurate and complete in all material respects as of the last Business Day of such fiscal period; period (d) within fifteen (15) days after or the conclusion date of each calendar month, beginning with the month in which the Restatement Date occurs, a certification signed by a Responsible Officer consummation of the Borrower that (i) the Expense Policy conforms to the requirements set forth herein; (ii) the Borrower and its Subsidiaries are in compliance with the Expense Policy; and (iii) there have been no material amendments to the Expense Policy or deviations from the Expense Policy other than those that have been disclosed to and approved by the Lendersuch Material Acquisition); (e) on the last day (i) as soon as available after June 30 and December 31 of each fiscal quarter beginning with the second fiscal quarter of 2009, certification that Chrysler Group LLC and its Subsidiaries, including without limitationyear, the BorrowerCompany shall deliver the Foreign Pledgee Financial Statements for each Foreign Pledgee; provided that, have complied with and if any such Foreign Pledgee Financial Statements for any Foreign Pledgee are in compliance with not delivered within 75 days after June 30 or 120 days after December 31 of any year, the provisions set forth in Section 7.10 and in Section 5.10 Eligible Value of the US First Lien Credit Agreement, Eligible Foreign Pledged Equity (as applicable; defined in Schedule 1.1A hereto) of such certification Person shall be made deducted from the Borrowing Base until such Foreign Pledgee Financial Statements have been delivered to the Lender by an SEO of Chrysler Group LLC, subject Administrative Agent and (ii) promptly after available to the requirements and penalties set forth Company, the Company shall deliver to the Administrative Agent, to the extent otherwise prepared for its use in Title 18its business, Internal Revenue Code local audited financial statements for any Foreign Pledgee the Eligible Foreign Pledged Equity of 1986 which has an Eligible Value in the aggregate in excess of US$50,000,000; provided that the United States Code, Section 1001failure to deliver such Foreign Pledgee Financial Statements or local audited financial statements shall not in itself constitute a Default or an Event of Default hereunder; and (f) promptly, such additional financial and other information as the any Agent or Lender may from time to time reasonably request.

Compliance and Other Information. The Loan Parties Company shall deliver to the LenderAdministrative Agent: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Sections 6.1 and 6.2, except as specified in such certificate (it being understood that such certificate shall be limited to the items and scope that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of profession); (b) concurrently with the delivery of any financial statements pursuant to Section 7.015.1(a) and (b), (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificatecertificate and (ii) in the case of quarterly or annual financial statements, (iix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party Group Member with the provisions of this Loan Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Chrysler Group LLCthe Company, as the case may be, and (iiiy) to the extent not previously disclosed to the Lender Administrative Agent, (x1) a description of any change in the jurisdiction of organization of any Loan Party, and (y2) a description of any Person that has become a Subsidiary of any Secured Loan Party Group Member, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date) and (z) any Personal Property Security Act or Uniform Commercial Code financing statements or other filings specified in a calculation of Available Liquidity as of the last day of the fiscal period covered by such Compliance Certificate as being required to be delivered therewithfinancial statements; (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on good faith estimates, information and assumptions believed by management to be reasonable at the time made and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount; (d) concurrently with the delivery of any financial statements pursuant to Section 5.1(a) and (b), a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and beginning March 31, 2009 to the comparable periods of the previous year and within 10 Business Days of the delivery thereof the Company shall host one conference call for the Lenders under this Agreement with management of the Company to discuss the same (which the Company may combine into one call with the Lenders under the First Lien Credit Agreement); (e) as soon as practicable prior to the effectiveness thereof, copies of substantially final drafts of any material amendment, supplement, waiver or other modification with respect to the Transaction DocumentsAcquisition Documentation; (cf) as soon as available promptly following any request therefor, on and in any event by June 30 and December 30 of each year commencing in after the year 2010, updated Schedules 6.09, 6.14 and 6.17 to this Loan Agreement and Schedule 4.1(e) effectiveness of the Security AgreementsPension Act, which shall be true, accurate and complete in all material respects as copies of the last Business Day of such fiscal period; (d) within fifteen (15) days after the conclusion of each calendar month, beginning with the month in which the Restatement Date occurs, a certification signed by a Responsible Officer of the Borrower that (i) any documents described in Section 101(k) of ERISA that the Expense Policy conforms Company or any Commonly Controlled Entity may request with respect to the requirements set forth herein; any Multiemployer plan and (ii) any notices described in Section 101(l) of ERISA that the Borrower and its Subsidiaries are in compliance Company or any Commonly Controlled Entity may request with respect to any Plan or Multiemployer Plan; provided, that if the Expense Policy; and (iii) there have been no material amendments to the Expense Policy Company or deviations any Commonly Controlled Entity has not requested such documents or notices from the Expense Policy other than those that have been disclosed to and approved by administrator or sponsor of the Lender; (e) on the last day of each fiscal quarter beginning with the second fiscal quarter of 2009, certification that Chrysler Group LLC and its Subsidiaries, including without limitationapplicable Plan or Multiemployer Plan, the Borrower, have complied with Company or the applicable Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and are in compliance with the provisions set forth in Section 7.10 shall provide copies of such documents and in Section 5.10 of the US First Lien Credit Agreement, as applicable; such certification shall be made to the Lender by an SEO of Chrysler Group LLC, subject to the requirements and penalties set forth in Title 18, Internal Revenue Code of 1986 of the United States Code, Section 1001notices promptly after receipt thereof; and (fg) promptly, such additional financial and other information as the Lender Administrative Agent may from time to time reasonably request.

Compliance and Other Information. The Loan Parties Company shall deliver to the LenderAdministrative Agent, for delivery to the Lenders, and to the Arrangers: (a) concurrently with the delivery of any financial statements pursuant to Section 7.015.1, (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party Group Member with the provisions of this Loan Agreement referred to therein as of the last day of the fiscal quarter Fiscal Quarter or fiscal year Fiscal Year of Chrysler Group LLCthe Company, as the case may bebe and setting forth reasonably detailed calculations of the Leverage Ratio as of the last day of such Fiscal Quarter or Fiscal Year of the Company, and (iii) to the extent not previously disclosed to the Lender Lenders (x) a description of any change in the jurisdiction of organization of the Company or any Loan other Credit Party, (y) a description of any Person that has become a Subsidiary of any Secured Loan Party in each case Group Member and (z) any Personal Property Security Act or Uniform Commercial Code UCC financing statements or other filings specified in such Compliance Certificate as being required to be delivered therewith; (b) as soon as practicable prior to following the effectiveness execution thereof, copies of substantially final drafts of any material amendment, supplement, waiver or other modification with respect to the Transaction Related Agreements or the Specified Documents; (c) as soon as available promptly following any written request therefor by the Administrative Agent, or by any Lender acting through the Administrative Agent, copies of (i) any documents described in section 101(k) of ERISA that the Company or any Commonly Controlled Entity may request with respect to any Multiemployer Plan and (ii) any notices described in section 101(1) of ERISA that the Company or any event Commonly Controlled Entity may request with respect to any Plan or Multiemployer Plan; provided, that if the Company or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, the Company or the applicable Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices to the Lenders promptly after receipt thereof; (d) by June 30 and December 30 of each year year, commencing in the year 2010June 30, 2014 (and promptly upon consummation of any Material Acquisition), updated Schedules 6.09, 6.14 1.1E and 6.17 4.13(d) to this Loan Agreement and Schedule 4.1(ethe updated Collateral Questionnaire and other information required by Section 4.3(b) of the Security AgreementsGuarantee and Collateral Agreement, which shall be true, accurate and complete in all material respects as of the last Business Day of such fiscal period; period (d) within fifteen (15) days after or the conclusion date of each calendar month, beginning with the month in which the Restatement Date occurs, a certification signed by a Responsible Officer consummation of the Borrower that (i) the Expense Policy conforms to the requirements set forth herein; (ii) the Borrower and its Subsidiaries are in compliance with the Expense Policy; and (iii) there have been no material amendments to the Expense Policy or deviations from the Expense Policy other than those that have been disclosed to and approved by the Lendersuch Material Acquisition); (e) on the last day (i) as soon as available after June 30 and December 31 of each fiscal quarter beginning with the second fiscal quarter of 2009, certification that Chrysler Group LLC and its Subsidiaries, including without limitationyear, the BorrowerCompany shall deliver the Foreign Pledgee Financial Statements for each Foreign Pledgee; provided that, have complied with and if any such Foreign Pledgee Financial Statements for any Foreign Pledgee are in compliance with not delivered within 75 days after June 30 or 120 days after December 31 of any year, the provisions set forth in Section 7.10 and in Section 5.10 Eligible Value of the US First Lien Credit Agreement, Eligible Foreign Pledged Equity (as applicable; defined in Schedule 1.1A hereto) of such certification Person shall be made deducted from the Borrowing Base until such Foreign Pledgee Financial Statements have been delivered to the Lender by an SEO of Chrysler Group LLC, subject Administrative Agent and (ii) promptly after available to the requirements and penalties set forth Company, the Company shall deliver to the Administrative Agent, to the extent otherwise prepared for its use in Title 18its business, Internal Revenue Code local audited financial statements for any Foreign Pledgee the Eligible Foreign Pledged Equity of 1986 which has an Eligible Value in the aggregate in excess of US$50,000,000; provided that the United States Code, Section 1001failure to deliver such Foreign Pledgee Financial Statements or local audited financial statements shall not in itself constitute a Default or an Event of Default hereunder; and (f) promptly, such additional financial and other information as the any Agent or Lender may from time to time reasonably request.