Common use of Information From Borrower Clause in Contracts

Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders: (a) As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by Borrower in accordance with GAAP and audited by Deloitte & Touche (or its successors) or other independent public accountants reasonably acceptable to Administrative Agent. (b) As soon as available and in any event within sixty (60) days after the end of each calendar quarter, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer, the chief accounting officer or Treasurer of Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 7.1(a). (c) Simultaneously with the delivery of each set of financial statements referred to in Sections 7.1(a) and (b), a certificate of an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 8.1 through and including Section 8.4 on the date of such financial statements, and (ii) with respect to only the financial statements delivered pursuant to Sections 7.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect the financial condition of Borrower and its Subsidiaries and results of Borrower's and its Subsidiaries' operations as of the date of the delivery of such financial statements. (d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC. (e) Immediately upon the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor is taking or proposes to take with respect thereto. (f) Within fifteen (15) days after the end of each calendar month, a report in form as attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require. (g) Upon Administrative Agent's request from time to time, an Interest Rate Exposure Report and a detailed description of all assets included in Asset Portfolios. (h) Within sixty (60) days after the end of each calendar quarter, (i) a Residual Interests Report, (ii) beginning on January 1, 1999, an organizational chart showing Borrower and its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall give prompt notice of any material changes in the organization chart delivered on the Closing Date and (B) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary), (iii) a Permitted Secured Debt and Warehouse Lines Report and Certification, (iv) a Pledged Asset Schedule and Certification, (v) a report in form satisfactory to Administrative Agent detailing any loans which had been sold or securitized by Borrower or any Subsidiary, but which were repurchased by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and are past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy. (i) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor, including, without limitation, the occurrence of any litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any Guarantor, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any properties of Borrower or any Guarantor are bound, if such default or acceleration might have a material adverse effect upon the financial condition of Borrower or any Guarantor. (j) As soon as practicably possible, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, (iii) the occurrence of any event which would cause Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date under any servicing agreement, and (iv) the occurrence of any hyper-amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any manner different than the cash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Line. (k) From time to time such additional information regarding the financial position or business of Borrower and/or any of Borrower's Subsidiaries as Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower or any Guarantor and information concerning the insurance being maintained by Borrower and Guarantors.

Appears in 1 contract

Samples: Credit Agreement (Amresco Inc)

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Information From Borrower. Borrower will shall deliver, or cause to be delivered, to Administrative the Agent on behalf of the Lenders: (a) As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each Fiscal Year fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and the related consolidated statements of income and cash flow for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all reported by Borrower in accordance with GAAP and and, with respect to such consolidated financial statements, audited by Deloitte & Touche Arthxx Xxxexxxx XXX (or its successors) ), or other independent public accountants reasonably acceptable to Administrative the Agent, with an unqualified opinion. (b) As soon as available and in any event within sixty (60i) forty-five (45) days after the end of each calendar quarterfiscal quarter of each fiscal year of Borrower, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement consolidated statements of income and cash flows of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer, the chief accounting officer or Treasurer of Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain recurring adjustments and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted condensed, provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred most recently furnished pursuant to in Section 7.1(a), subject, with respect 70 to Current Financial Statements delivered pursuant to Section 7.1(b), to year- end adjustments. (c) Simultaneously with the delivery of each set of financial statements referred to in Sections 7.1(a) and (b7.1(b), (i) a compliance certificate of an Authorized executed by a Responsible Officer of Borrower, in substantially the form as attached hereto as of Exhibit CA, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of of, among other Sections, Sections 8.1 through and including Section 8.4 8.2 on the date of the latest balance sheet included in such financial statements, and detailing all add-backs and adjustments thereto, and (ii) with respect to only the consolidated financial statements delivered pursuant to Sections 7.1(a) and (b7.1(b), a certification of a Responsible Officer of Borrower stating, to the best of such Authorized Responsible Officer's knowledge and belief, whether or not such financial statements fairly reflect present fairly, in all material respects, the consolidated financial condition of Borrower and its Subsidiaries and results of Borrower's and its Subsidiaries' operations as of the date of the delivery latest balance sheet included therein and the consolidated results of such operations of Borrower and its Subsidiaries for the portion of Borrower's fiscal year ended on the date of that balance sheet, subject, in the case of the consolidated financial statementsstatements delivered pursuant to Section 7.1(b), to year-end adjustments. (d) Promptly after the filing thereofthereof with the SEC, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with pursuant to the SECExchange Act. (e) Immediately upon Promptly, and in any event within 30 days from the occurrence end of each calendar month, a monthly operating report, prepared in the form and in the same manner as the monthly operating reports provided by Borrower to Agent prior to the Closing Date. (f) Promptly, and in any event within three (3) Business Days, after a Responsible Officer has knowledge (i) that a Default or Event of Default has occurred and is continuing or (ii) of any circumstance that could reasonably be expected to result in a Default or Event of Default, a certificate of an Authorized a Responsible Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary of Borrower is taking or proposes to take with respect thereto. (f) Within fifteen (15) days after the end of each calendar month, a report in form as attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require. (g) Upon Administrative Agent's request from time to timePromptly, an Interest Rate Exposure Report and in any event within three (3) Business Days, after a detailed description Responsible Officer of all assets included in Asset Portfolios. (h) Within sixty (60) days after the end Borrower or any Subsidiary has knowledge of each calendar quarter, (i) a Residual Interests Reportthe occurrence of any Material Adverse Change, (ii) beginning on January 1, 1999, an organizational chart showing the commencement of any litigation against Borrower and or any of its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list which involves an uninsured claim in excess of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall give prompt notice of any material changes in the organization chart delivered on the Closing Date and (B) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary)$250,000.00, (iii) a Permitted Secured the occurrence of any default or event of default by obligor with respect to any Debt and Warehouse Lines Report and Certification, (iv) a Pledged Asset Schedule and Certification, (v) a report in form satisfactory to Administrative Agent detailing any loans which had been sold or securitized by Borrower or any Subsidiary, but which were repurchased excess of $250,000.00 owing by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and are past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy. (i) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor, including, without limitation, the occurrence of any litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any GuarantorBorrower, or any default or event of default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary of Borrower is a party or by which Borrower or any Guarantor Subsidiary of Borrower or any properties of Borrower or any Guarantor Subsidiary of Borrower are bound, if such default and the amount of the claim resulting or acceleration might have a material adverse effect upon the financial condition which may result therefrom is in excess of Borrower or any Guarantor. (j) As soon as practicably possible$250,000.00, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, (iii) the occurrence of any event which would cause Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date under any servicing agreement, and (iv) the occurrence of any hyper-amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any manner different than the cash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Line. (k) From time to time such additional information regarding the financial position or business of Borrower and/or any of Borrower's Subsidiaries as Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower or any Guarantor and information concerning the insurance being maintained by Borrower and Guarantors.or

Appears in 1 contract

Samples: Secured Revolving and Term Loan Agreement (American Residential Services Inc)

Information From Borrower. Borrower will deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders: (a) As soon as available and in any event within one hundred twenty ninety (12090) days after the end of each Fiscal Year of Borrower, a consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related statements of income and cash flow for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported by Borrower in accordance with GAAP and audited by Deloitte & Touche Touche, L.L.P. (or its successors) or other independent public accountants reasonably acceptable to Administrative AgentAgent (the financial statements required by this clause (a) may be included in the reports delivered pursuant to clause (d) below). (b) As soon as available and in any event within sixty forty-five (6045) days after the end of each calendar fiscal quarter, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer, the chief accounting officer or Treasurer of Borrower as to fairness of presentation and as to whether such financial statements fairly reflect the financial condition of Borrower and its Subsidiaries as of the date of delivery thereof, subject to year-end adjustmentsadjustments (the financial statements required by this clause (b) may be included in the reports delivered pursuant to clause (d) below). Such financial statements shall be prepared in conformity with GAAP, except that certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred to in Section 7.1(a). (c) Simultaneously with the delivery of each set of financial statements referred to in Sections 7.1(a) and (b), a certificate of Compliance Certificate executed by an Authorized Officer of Borrower, in the form as attached hereto as Exhibit C, (i) setting forth forth, among other things, in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 8.1 through Article 5 and including Section 8.4 Article 8 on the date of such financial statements, and (ii) with respect to only the financial statements delivered pursuant to Sections 7.1(a) and (b), stating, to the best of such Authorized Officer's knowledge and belief, whether or not such financial statements fairly reflect the financial condition of Borrower and its Consolidated Subsidiaries and results of Borrower's and its Consolidated Subsidiaries' operations as of the date of the delivery of such financial statements. (d) Promptly after the filing thereof, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with the SEC. (e) Immediately upon obtaining knowledge of the occurrence of any Default, a certificate of an Authorized Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary is taking or proposes to take with respect thereto. (f) Within fifteen (15) days after the end of each calendar month, a report in form as attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require. (g) Upon Administrative Agent's request from time to time, an Interest Rate Exposure Report and a detailed description of all assets included in Asset Portfolios. (h) Within sixty (60) days after the end of each calendar quarter, (i) a Residual Interests Report, (ii) beginning on January 1, 1999, an organizational chart showing Borrower and its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall give prompt notice of any material changes in the organization chart delivered on the Closing Date and (B) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary), (iii) a Permitted Secured Debt and Warehouse Lines Report and Certification, (iv) a Pledged Asset Schedule and Certification, (v) a report in form satisfactory to Administrative Agent detailing any loans which had been sold or securitized by Borrower or any Subsidiary, but which were repurchased by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and are past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy. (i) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any GuarantorGuarantor Subsidiary, including, including without limitation, limitation the occurrence of any litigation Litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or Material Adverse Effect; (ii) the occurrence of any acceleration of the maturity of any indebtedness owing by Borrower or any GuarantorGuarantor Subsidiary, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary is a party or by which Borrower or any Guarantor Subsidiary or any properties of Borrower or any Guarantor Subsidiary are bound, if such default or acceleration might have a material adverse effect upon the financial condition of Borrower or any Guarantor. (j) As soon as practicably possible, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, Material Adverse Effect; (iii) the occurrence existence of any event which would cause Default or Event of Default; (iv) any material default by Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date of its Consolidated Subsidiaries under any servicing agreementLegal Requirement, or any default by Borrower or any of its Consolidated Subsidiaries in the performance of any obligation which constitutes a Material Adverse Effect; (v) any actual or threatened (but only if such threat is communicated to Borrower in writing) condemnation or other taking of any material portion of any Unencumbered Property, any negotiations with respect thereto, or any loss of or substantial damage to any portion of the Unencumbered Property, if any of the foregoing could result in a Pool Violation; and (vi) any cancellation, adverse alteration or non-renewal of any insurance coverage required by this Agreement with respect to any Real Estate or other Property, including any Unencumbered Property, unless such insurance can be, and (iv) the occurrence is being, replaced within a reasonable period of time after any hyper-amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any manner different than the cash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Lineevent. (kg) Prompt notification, and in any event within five (5) Business Days of the occurrence, of any change in the Xxxxx'x Rating or the S&P Rating. Borrower shall promptly upon the receipt of notice thereof, also notify Administrative Agent of any change in the definition of the term "Funds from Operations" as promulgated by the National Association of Real Estate Investment Trusts. (h) From time to time such additional information regarding the financial position or business of Borrower and/or any of Borrower's and its Consolidated Subsidiaries as Administrative Agent, at the request of any Lender, may reasonably request, including, without limitation, financial projections of Borrower or any Guarantor and its Consolidated Subsidiaries and information (including current certificates of insurance) concerning the insurance being maintained by Borrower and Guarantorsany Consolidated Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Camden Property Trust)

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Information From Borrower. Borrower will shall deliver, or cause to be delivered, to Administrative Agent on behalf of Lenders: (a) As soon as available and in any event within one hundred twenty (120) 90 days after the end of each Fiscal Year fiscal year of Borrower, a consolidated and consolidating balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and the related consolidated and consolidating statements of income and cash flow for such Fiscal Yearfiscal year, setting forth in each case in comparative form the figures for the previous Fiscal Yearfiscal year, all reported by Borrower in accordance with GAAP and and, with respect to such consolidated financial statements, audited by Deloitte & Touche Arthur Andersen LLP (or its successorssxxxxxxoxx) or other xx xther independent public accountants reasonably acceptable to Administrative Agent. (b) As soon as available and in any event within sixty (60i) 45 days after the end of each calendar quarterof the first three fiscal quarters of each fiscal year of Borrower and (ii) the earlier to occur of (A) the 90th day after the end of the fourth fiscal quarter of each fiscal year of Borrower or (B) the date Borrower publicly releases a report of its results of operations for that fiscal year, a consolidated cash flow statement and a consolidating and consolidated balance sheet and related statement consolidated and consolidating statements of income of Borrower and its Subsidiaries as of the end of such quarter and year-to-date, all certified by the chief financial officer, officer or the chief accounting officer or Treasurer of Borrower as to fairness of presentation and as to whether such financial statements fairly reflect present fairly, in all material respects, the consolidated financial condition of Borrower and its Subsidiaries as of the date of delivery thereofthe latest balance sheet included therein, subject to year-end adjustments. Such financial statements shall be prepared in conformity with GAAP, except that certain recurring adjustments and certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP may be condensed or omitted omitted, provided that the disclosures made are adequate to make the information presented not misleading, and GAAP shall be applied on a basis consistent with the financial statements referred most recently furnished pursuant to in Section 7.1(aSECTION 6.1(a). (c) Simultaneously with the delivery of each set of financial statements referred to in Sections 7.1(aSECTIONS 6.1(a) and (b)AND 6.1(b) , a compliance certificate of an Authorized Officer of Borrower, in the form as attached hereto as Exhibit Ca Responsible Officer, (i) setting forth in reasonable detail the calculations required to establish whether Borrower was in compliance with the requirements of Sections 8.1 through SECTIONS 7.1 and including Section 8.4 SECTION 7.2 on the date of the latest balance sheet included in such financial statements, and detailing all add-backs and adjustments thereto, and (ii) with respect only to only the consolidated financial statements delivered pursuant to Sections 7.1(aSECTIONS 6.1(a) and (b)AND 6.1(b) , stating, to the best of such Authorized Responsible Officer's knowledge and belief, whether or not such financial statements fairly reflect present fairly, in all material respects, the consolidated financial condition of Borrower and its Subsidiaries and results of Borrower's and its Subsidiaries' operations as of the date of the delivery latest balance sheet included therein and the consolidated results of such financial statementsoperations of Borrower and its Subsidiaries for the portion of Borrower's fiscal year ended on the date of that balance sheet. (d) Promptly after the filing thereofthereof with the SEC, a true, correct and complete copy of each Form 10-K and Form 10-Q and each other report filed by or on behalf of Borrower with pursuant to the SECExchange Act. (e) Immediately upon the occurrence of any DefaultPromptly after a Responsible Officer has knowledge that a Default has occurred and is continuing, a certificate of an Authorized a Responsible Officer of Borrower setting forth the details thereof and the action which Borrower or any applicable Guarantor Subsidiary of Borrower is taking or proposes to take with respect thereto. (f) Within fifteen (15) days Promptly after the end a Responsible Officer of each calendar month, a report in form as attached hereto as Schedule IV and certified by an Authorized Officer as being true and correct calculating the Asset Coverage Requirement, together with such additional information related thereto as Administrative Agent shall require. (g) Upon Administrative Agent's request from time to time, an Interest Rate Exposure Report and a detailed description Borrower or any Subsidiary has knowledge of all assets included in Asset Portfolios. (h) Within sixty (60) days after the end of each calendar quarter, (i) a Residual Interests Reportthe occurrence of any Material Adverse Change, (ii) beginning on January 1, 1999, an organizational chart showing the commencement of any litigation against Borrower and or any of its Subsidiaries and the ownership structure thereof, together with any update to Schedule V and a list which involves an uninsured claim in excess of the states where Borrower and each such Subsidiary are incorporated and their principal offices are located (provided that (A) until January 1, 1999, Borrower shall give prompt notice of any material changes in the organization chart delivered on the Closing Date and (B) Borrower shall update Schedule V at the time of designation of any new Excluded Subsidiary)$250,000.00, (iii) a Permitted Secured Debt and Warehouse Lines Report and Certification, (iv) a Pledged Asset Schedule and Certification, (v) a report in form satisfactory to Administrative Agent detailing any loans which had been sold or securitized by Borrower or any Subsidiary, but which were repurchased by Borrower or any Subsidiary (whether voluntarily or involuntarily) if the amount of such loans which Borrower or any Subsidiary repurchased exceeds $2,000,000.00 in the aggregate during such quarter, and (vi) a delinquency report in form satisfactory to Administrative Agent showing the amount and number of loans (on an aggregate basis) which have been originated, acquired and/or securitized by Borrower or any Subsidiary (but excluding loans contained in Asset Portfolios) and are past due, have been determined to be uncollectible and charged off or are involved in a bankruptcy. (i) Prompt notification of (i) any material adverse change in the financial condition of Borrower or any Guarantor, including, without limitation, the occurrence of any litigation which could reasonably be expected to have a material adverse effect on Borrower or any Guarantor, or (ii) the occurrence of any acceleration (other than by the obligor) of the maturity of any indebtedness Debt in excess of $500,000.00 owing by Borrower or any GuarantorSubsidiary of Borrower, or any default under any indenture, mortgage, agreement, contract or other instrument to which Borrower or any Guarantor Subsidiary of Borrower is a party or by which Borrower or any Guarantor Subsidiary of Borrower or any properties of Borrower or any Guarantor Subsidiary of Borrower are bound, if such acceleration or default or acceleration might could reasonably be expected to have a material adverse effect upon the financial condition of Material Adverse Effect, or (iv) any labor dispute to which Borrower or any Guarantorof its Subsidiaries becomes a party, any strikes, or walkouts relating to any of its plants or other facilities or the expiration of any collective bargaining agreement to which any of them is a party or by which any of them is bound, in each case if such dispute, strike, walkout or expiration could reasonably be expected to have a Material Adverse Effect, a certificate from such Responsible Officer setting forth the details thereof. (j) As soon as practicably possible, notice to Administrative Lender of (i) any Warehouse Lines not included in the most current Permitted Secured Debt and Warehouse Lines Report Certification received by Lenders, (ii) any material changes in the collateral for an existing Warehouse Line previously reported in a Permitted Secured Debt and Warehouse Lines Report Certification, (iii) the occurrence of any event which would cause Borrower or any Subsidiary to be terminated as a servicer prior to the scheduled termination date under any servicing agreement, and (iv) the occurrence of any hyper-amortization event or any other event which would cause the scheduled cash flow distributions or payments under any securitization or Warehouse Line to be distributed or paid in any manner different than the cash flow distribution or payment mechanism set forth as the standard to be followed absent certain events under such securitization or Warehouse Line. (kg) From time to time such additional information regarding the financial position or business of Borrower and/or and its Subsidiaries, as any of Borrower's Subsidiaries as Administrative Lender (acting through Agent, at the request of any Lender, ) may reasonably request, including, without limitation, financial projections of Borrower or any Guarantor and its Subsidiaries and information concerning the insurance being maintained by Borrower and Guarantorsits Subsidiaries.

Appears in 1 contract

Samples: Revolving Loan Agreement (American Residential Services Inc)

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