Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request: (i) in no event later than five (5) Business Days after any Loan Party knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims, disputes or investigations against Borrower or any Guarantor involving potential monetary damages payable by any Loan Party of $500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached. (ii) as soon as available, and in any event not later than the last Business Day of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the Borrower, and (B) projected consolidated Financial Statements of the Loan Parties for the following fiscal year; (iii) as soon as possible and in no event later than ten (10) days prior to the acquisition by any Loan Party of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8; (iv) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c), the statement of a Responsible Officer of the Borrower setting forth the details thereof; (v) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any liability of any Loan Party for Environmental Damages, where any such violation is reasonably likely to involve compliance costs in excess of $500,000 or to have a Material Adverse Effect; and (vi) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents as the Administrative Agent may from time to time reasonably request.
Appears in 3 contracts
Samples: Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO Trust), Loan Agreement (Macquarie Infrastructure CO LLC)
Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(i) in no event later than five (5) Business Days after any Loan Party of the Borrower or its Subsidiaries knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims, disputes or investigations against any of the Borrower or any Guarantor its Subsidiaries involving potential monetary damages payable by any such Loan Party of $500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of any of the Borrower or any Guarantorits Subsidiaries; (II) any dispute, litigation, investigation, proceeding or suspension between any of the Borrower or any Guarantor its Subsidiaries and any Governmental Authority or Airport Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting any of the Borrower or its Subsidiaries or any GuarantorMaterial Contract, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.;
(ii) as soon as available, and in any event not later than the last Business Day of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the BorrowerBorrower and its Subsidiaries, and (B) projected consolidated Financial Statements of the Loan Parties Borrower and its Subsidiaries for the following fiscal year;
(iii) as soon as available, and in any event not later than forty-five (45) days following the last day of each fiscal quarter of the Borrower, (i) a quarterly report from the chief executive officer of the Borrower showing in reasonable detail any variances between actual revenues and budgeted revenues (as shown in the relevant annual operating budget) and actual operating expenses incurred and budgeted operating expenses (as shown in the relevant annual operating budget) in respect of such fiscal quarter, together with a narrative explanation of the reasons for any such variance of 10% or more, and (ii) if an Event of Default has occurred and is continuing, such other operating or budget information as the Administrative Agent may reasonably request;
(iv) as soon as possible and in no event later than ten (10) days prior to the acquisition or expansion by any Loan Party of the Borrower or its Subsidiaries of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ivv) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c), the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(vA) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Partyof the Borrower or its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any liability of any such Loan Party for Environmental Damages, where any such violation is reasonably likely to involve compliance costs in excess of $500,000 100,000 with respect to each such violation or to have a Material Adverse Effect; and (B) promptly after the occurrence thereof, notice of (x) any use, release, discharge, generation or storage of any Hazardous Material at, from, on or under any property owned or leased by any of the Borrower or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (y) the incurrence of any expense or loss by any Governmental Authority or Airport Authority in connection with the assessment, containment or removal or remediation of any Hazardous Material for which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and
(vivii) copies of amendments, supplements or other modifications to any Material Contract no later than 20 days after such amendment, supplement or other modification has been made;
(viii) promptly and in no event later than five (5) days after the applicable Loan Party obtains knowledge thereof, a statement of a Responsible Officer of the Borrower advising of the potential loss or termination of any Material Contract other than a termination resulting from the expiration of a Material Contract at its stated maturity date, unless such expiration is due to the failure of the FBO operator or the relevant airport authority to exercise an option to extend the term under the Material Contract;
(ix) as soon as possible and in no event later than five (5) Business Days after any of the Borrower or its Subsidiaries becomes aware thereof, the occurrence of any event giving rise (or that could reasonably be expected to give rise) to a claim under any insurance policy required to be maintained with respect to the Business of more than $250,000, with copies of any document relating thereto (including copies of any such claim) in the possession or control of the Borrower;
(x) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan PartiesBorrower and its Subsidiaries, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents as the Administrative Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO Trust)
Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(ia) in no event later than five (5) Business Days after any Loan Party the Borrower knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims, disputes or investigations against Borrower or any Guarantor Loan Party involving potential monetary damages payable by any Loan Party of $500,000 2,500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (C) breach or non-performance of any material obligation, or any default under, a Material Document; (D) any litigation, proceeding, material dispute or material investigation involving, or any termination or material modification of a material Governmental Authorization or notice of the possibility of any such termination or material modification by, any Governmental Authority; (E) any Default or Event of Default; (F) any material change in accounting policies of or financial reporting practices by any Loan Party; or (G) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) thereto and shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.
(iib) as soon as available, and in any event not later than fifteen (15) days before the last Business Day end of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the Borrower, TGC and (B) projected consolidated Financial Statements of the Loan Parties its Subsidiaries for the following fiscal year, (B) an updated Business Plan for the following fiscal year, including updated Projections, certified by a Responsible Officer of the Borrower to have prepared in good faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of TGC and its Subsidiaries for the following three fiscal years;
(iiic) as soon as possible and in no event later than ten five (105) days Business Days prior to the acquisition by any Loan Party of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ivd) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c)2.7(c) of this Agreement, the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(ve) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, Law or any actual, alleged, suspected or threatened liability of any Loan Party for Environmental Damages, where any such violation is or liability could reasonably likely to involve compliance costs in excess of $500,000 or be expected to have a Material Adverse Effect;
(f) as soon as possible and in no event later than five (5) Business Days after the delivery or receipt thereof by any Loan Party, any notice of any material default or breach or termination given or received under any Material Document, or any amendment of, supplement to or other modification of any Material Document; and
(vig) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents (including without limitation "know your customer" and similar requirements), as the Administrative Agent may from time to time reasonably request.
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Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(ia) in no event later than five (5) Business Days after any Loan Party the Borrower knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, ; (B) any actual or threatened litigation, suits, claims, disputes or investigations against Borrower or any Guarantor Loan Party involving potential monetary damages payable by any Loan Party of $500,000 2,500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, ; (C) breach or non-performance of any material obligation, or any default under, a Material Document; (D) any litigation, proceeding, material dispute or material investigation involving, or any termination or material modification of a material Governmental Authorization or notice of the possibility of any such termination or material modification by, any Governmental Authority; (E) any Default or Event of Default; (F) any material change in accounting policies of or financial reporting practices by any Loan Party; or (G) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) thereto and shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.
(iib) as soon as available, and in any event not later than fifteen (15) days before the last Business Day end of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the Borrower, TGC and (B) projected consolidated Financial Statements of the Loan Parties its Subsidiaries for the following fiscal year, (B) an updated Business Plan for the following fiscal year, including updated Projections, certified by a Responsible Officer of the Borrower to have prepared in good faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of TGC and its Subsidiaries for the following three fiscal years;
(iiic) as soon as possible and in no event later than ten five (105) days Business Days prior to the acquisition by any Loan Party of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ivd) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c)2.7(c) of this Agreement, the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(ve) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, Law or any actual, alleged, suspected or threatened liability of any Loan Party for Environmental Damages, where any such violation is or liability could reasonably likely to involve compliance costs in excess of $500,000 or be expected to have a Material Adverse Effect;
(f) as soon as possible and in no event later than five (5) Business Days after the delivery or receipt thereof by any Loan Party, any notice of any material default or breach or termination given or received under any Material Document, or any amendment of, supplement to or other modification of any Material Document; and
(vig) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents (including without limitation "know your customer" and similar requirements), as the Administrative Agent may from time to time reasonably request.
Appears in 1 contract
Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(ia) in no event later than five (5) Business Days after any Loan Party the Borrower knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, ; (B) any actual or threatened litigation, suits, claims, disputes or investigations against Borrower or any Guarantor Loan Party involving potential monetary damages payable by any Loan Party of $500,000 2,500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, ; (C) breach or non-performance of any material obligation, or any default under, a Material Document; (D) any litigation, proceeding, material dispute or material investigation involving, or any termination or material modification of a material Governmental Authorization or notice of the possibility of any such termination or material modification by, any Governmental Authority; (E) any Default or Event of Default; (F) any material change in accounting policies of or financial reporting practices by any Loan Party; or (G) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) thereto and shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.
(iib) as soon as available, and in any event not later than fifteen (15) days before the last Business Day end of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the Borrower, and (B) projected consolidated Financial Statements of the Loan Parties for the following fiscal year, (B) an updated Business Plan for the following fiscal year, including updated Projections, certified by a Responsible Officer of the Borrower to have prepared in good faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of the Loan Parties for the following three fiscal years;
(iiic) as soon as possible and in no event later than ten five (105) days Business Days prior to the acquisition by any Loan Party of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ivd) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c)2.8(c)of this Agreement, the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(ve) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, Law or any actual, alleged, suspected or threatened liability of any Loan Party for Environmental Damages, where any such violation is or liability could reasonably likely to involve compliance costs in excess of $500,000 or be expected to have a Material Adverse Effect;
(f) as soon as possible and in no event later than five (5) Business Days after the delivery or receipt thereof by any Loan Party, any notice of any material default or breach or termination given or received under any Material Document, or any amendment of, supplement to or other modification of any Material Document; and
(vig) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents (including without limitation "know your customer" and similar requirements), as the Administrative Agent may from time to time reasonably request.
Appears in 1 contract
Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(ia) in no event later than five (5) Business Days after any Loan Party the Borrower knows of the occurrence or existence of (A) any Reportable Event under any Plan or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims, disputes or investigations against Borrower or any Guarantor Loan Party involving potential monetary damages payable by any Loan Party of $500,000 2,500,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (C) breach or non-performance of any material obligation, or any default under, a Material Document; (D) any litigation, proceeding, material dispute or material investigation involving, or any termination or material modification of a material Governmental Authorization or notice of the possibility of any such termination or material modification by, any Governmental Authority; (E) any Default or Event of Default; (F) any material change in accounting policies of or financial reporting practices by any Loan Party; or (G) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (I) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Guarantor; (II) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Guarantor and any Governmental Authority; or (III) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Guarantor, including pursuant to any applicable Environmental Laws; (D) any Default or Event of Default, or (E) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b) thereto and shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.
(iib) as soon as available, and in any event not later than fifteen (15) days before the last Business Day end of each fiscal year of the Borrower, (A) an annual operating budget for the following fiscal year for each operational location of the Borrower, and (B) projected consolidated Financial Statements of the Loan Parties for the following fiscal year, (B) an updated Business Plan for the following fiscal year, including updated Projections, certified by a Responsible Officer of the Borrower to have prepared in good faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of the Loan Parties for the following three fiscal years;
(iiic) as soon as possible and in no event later than ten five (105) days Business Days prior to the acquisition by any Loan Party of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ivd) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c)2.8(c)of this Agreement, the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(ve) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Party, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, Law or any actual, alleged, suspected or threatened liability of any Loan Party for Environmental Damages, where any such violation is or liability could reasonably likely to involve compliance costs in excess of $500,000 or be expected to have a Material Adverse Effect;
(f) as soon as possible and in no event later than five (5) Business Days after the delivery or receipt thereof by any Loan Party, any notice of any material default or breach or termination given or received under any Material Document, or any amendment of, supplement to or other modification of any Material Document; and
(vig) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan Parties, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents (including without limitation "know your customer" and similar requirements), as the Administrative Agent may from time to time reasonably request.
Appears in 1 contract
Other Notices and Reports. The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:
(ia) in no event later than five (5) Business Days after any Loan Party of the Borrower or its Subsidiaries knows of the occurrence or existence of (Ai) any Reportable Event under any Plan or Multiemployer Plan, (Bii) any actual or threatened litigation, suits, claims, disputes or investigations against any of the Borrower or any Guarantor its Subsidiaries involving potential monetary damages payable by any such Loan Party of $500,000 1,000,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (Ciii) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (IA) breach or non-performance of, or any default under, a Contractual Obligation of any of the Borrower or any Guarantorits Subsidiaries; (IIB) any dispute, litigation, investigation, proceeding or suspension between any of the Borrower or any Guarantor its Subsidiaries and any Governmental Authority or Airport Authority; or (IIIC) the commencement of, or any material development in, any litigation or proceeding affecting any of the Borrower or its Subsidiaries or any GuarantorMaterial Contract, including pursuant to any applicable Environmental Laws; (Div) any Default or Event of Default, or (Ev) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.1(b6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.1(b6.2(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been or are alleged to have been breached.;
(iib) as soon as available, and in any event not later than the last Business Day of each fiscal year of the Borrower, (Ai) an annual consolidated operating budget for the following fiscal year for each operational location the Borrower and its Subsidiaries, including a detailed forecast of the Borrowerboth Expansion Capital Expenditures and other capital expenditures for such fiscal year, and (Bii) projected consolidated Financial Statements of the Loan Parties Borrower and its Subsidiaries for the following fiscal year;
(iiic) as soon as available, and in any event not later than forty-five (45) days following the last day of each fiscal quarter of the Borrower, (i) a quarterly report from the chief executive officer of the Borrower showing in reasonable detail any variances between actual revenues and budgeted revenues (as shown in the relevant annual operating budget) and actual operating expenses incurred and budgeted operating expenses (as shown in the relevant annual operating budget) in respect of such fiscal quarter, together with a narrative explanation of the reasons for any such variance of 10% or more, and (ii) if an Event of Default has occurred and is continuing, such other operating or budget information as the Administrative Agent may reasonably request;
(d) as soon as possible and in no event later than ten (10) days prior to the acquisition or expansion by any Loan Party of the Borrower or its Subsidiaries of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;
(ive) as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.8(c2.9(c), the a statement of a Responsible Officer of the Borrower setting forth the details thereof;
(vi) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any Loan Partyof the Borrower or its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any liability of any such Loan Party for Environmental Damages, where any such violation is could reasonably likely be expected to involve compliance costs in excess of $500,000 250,000 with respect to each such violation or to have a Material Adverse Effect; and (ii) promptly after the occurrence thereof, notice of (A) any use, release, discharge, generation or storage of any Hazardous Material at, from, on or under any property owned or leased by any of the Borrower or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (B) the incurrence of any expense or loss by any Governmental Authority or Airport Authority in connection with the assessment, containment or removal or remediation of any Hazardous Material for which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and
(vig) copies of amendments, supplements or other modifications to any Material Contract no later than twenty (20) days after such amendment, supplement or other modification has been made;
(h) promptly and in no event later than five (5) days after the applicable Loan Party obtains knowledge thereof, a statement of a Responsible Officer of the Borrower advising of the potential loss or termination of any Material Contract other than a termination resulting from the expiration of a Material Contract at its stated maturity date, unless such expiration is due to the failure of the FBO operator or the relevant airport authority to exercise an option to extend the term under the Material Contract;
(i) as soon as possible and in no event later than five (5) Business Days after any of the Borrower or its Subsidiaries becomes aware thereof, the occurrence of any event giving rise (or that could reasonably be expected to give rise) to a claim under any insurance policy required to be maintained with respect to the Business of more than $500,000, with copies of any document relating thereto (including copies of any such claim) in the possession or control of the Borrower;
(j) within 10 Business Days of each anniversary of the Closing Date, an updated summary of all insurance coverage of the Borrower and its Subsidiaries (including any changes to such insurance policies since the previous such summary) certified by a Responsible Officer of the Borrower, which summary shall be reasonably satisfactory to the Administrative Agent; and
(k) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Loan PartiesBorrower and its Subsidiaries, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents as the Administrative Agent may from time to time reasonably request.
Appears in 1 contract
