Other Required Notices. (a) Borrower shall notify Agent promptly after obtaining knowledge of: (i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have a Material Adverse Effect as a result of a loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline; (ii) the institution of (x) any suit or administrative proceeding which if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is reasonably likely to or could reasonably be expected to result in a Material Adverse Effect, and (y) any other suit or administrative proceeding against Borrower, any Primary Obligor or any Portfolio Entity in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs; (iii) Borrower, any Primary Obligor or any Material Portfolio Entity becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, or any other Portfolio Entity or any Related Entity becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of Borrower, any Primary Obligor, or any Material Portfolio Entity; (iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is a party, if the same could reasonably be expected to have a Material Adverse Effect; (v) except as otherwise previously disclosed, any event or occurrence in respect of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity which could reasonably be expected to have a Material Adverse Effect; (vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, or (y) the occurrence of any default by Borrower, any Primary Obligor or any other Loan Party which could reasonably be expected to materially and adversely affect any such Person’s ability to perform its respective obligations under the Loan Documents; (vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation; (viii) the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets of Borrower, any Primary Obligor, any Material Portfolio Entity, any Related Entity or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement; (ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor or any Material Portfolio Entity; and (x) the issuance or sale of any Securities by Borrower, any Primary Obligor or any Portfolio Entity, whether or not permitted pursuant to the terms hereof. (b) On the 25th day of each month or, if sooner, on the fourth to last Business Day of each month, Borrower shall deliver to Agent (i) Waterfall Certificates in respect of each Asset Pool and Portfolio Entity, certified by an Executive Officer of Borrower; and (ii) a Summary Waterfall Certificate in respect of all Asset Pools; and (iii) a report in the form attached hereto as Exhibit B setting forth the computation of the Aggregate Undistributed Funds of all Portfolio Entities. (c) Borrower shall notify Agent of the occurrence of any Extraordinary Transaction no later than 10 days prior to the occurrence of such event. (i) Borrower shall give Agent notice that a Portfolio Entity has become a Material Portfolio Entity (due to the amount of Assets contributed to it on the date of its formation or an increase in Assets thereafter) within 30 days of such Person becoming a Material Portfolio Entity. (ii) Borrower shall give Agent notice that an Immaterial Entity has ceased to constitute an Immaterial Entity (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity and shall promptly deliver to Lender a revised Schedule 10.37 to reflect such change. (iii) Borrower shall give Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than 30 days prior to such dissolution, liquidation, suspension or discontinuation. (e) Borrower shall give Agent notice within 45 days after it or any Primary Obligor, Material Portfolio Entity, Wholly-Owned Subsidiary or other Loan Party acquires Equity Interests in any Person or forms a Subsidiary and, if requested in writing by Agent, forthwith upon receipt of such request, shall deliver to Agent an addendum to Schedule 10.22 reflecting the same and, if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 reflecting the same. (f) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Portfolio Protection Expense Report in form and detail satisfactory to Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paid, the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar month. Borrower shall provide to the Agent such other information with respect thereto as Agent may reasonably request. (g) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Borrowing Base Certificate. (h) Borrower shall give Agent notice of the transfer of any property by a Portfolio Entity to one of its REO Affiliates within 30 days of any such transfer and such other information as Agent may request with respect thereto promptly following such request. (i) Borrower shall give Agent notice of the occurrence of an Adverse Waterfall Event within thirty days of such occurrence. (j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000. (k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof. (l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver.
Appears in 1 contract
Samples: Subordinated Delayed Draw Credit Agreement (Firstcity Financial Corp)
Other Required Notices. (a) [Intentionally omitted].
(b) Borrower shall notify Agent promptly after obtaining knowledge of:
(i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have has caused a Material Adverse Effect as a result of a material loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company or any Related Entity Secondary Obligor other than, prior to the REO Post-25% Time, an REO Affiliate, due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline;
(ii) the institution of (x) any suit or administrative proceeding which which, if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company, any Wholly-Owned Subsidiary or any Related Entity other Secondary Obligor is reasonably likely to or could reasonably be expected to result in materially adversely affect the operations, financial condition or business of any obligor of a Pledged Note or have a Material Adverse EffectEffect on the Borrower, any Primary Obligor, any Mid-Tier Company, after the REO Post-25% Time, an REO-PFAL Affiliate, or any Wholly-Owned Subsidiary other than (except as set forth with respect to an REO-PFAL Affiliate) an REO Affiliate, and (y) any other such suit or administrative proceeding against Borrower, any Primary Obligor or any Portfolio Entity Mid-Tier Company in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs;
(iii) Borrower, any Primary Obligor or any Material Portfolio Entity Mid-Tier Company becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, have a Material Adverse Effect or any other Portfolio Entity or any Related Entity Secondary Obligor becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of have a Material Adverse Effect on Borrower, any Primary Obligor, any Mid-Tier Company or any Material Portfolio EntityWholly-Owned Subsidiary other than an REO Affiliate;
(iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity Mid-Tier Company is a party, or, if the same could reasonably be expected to have a Material Adverse EffectEffect on Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate, the commencement of any lockout, strike or walkout relating to any labor contract to which any other Secondary Obligor is a party;
(v) except as otherwise previously disclosed, any event or occurrence (x) in respect of Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company or any Related Entity Wholly-Owned Subsidiary which could reasonably be expected to have a Material Adverse Effect, (y) in respect of any other Secondary Obligor which could reasonably be expected to have a Material Adverse Effect on the Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate or (z) in respect of Borrower, any Primary Obligor or any Secondary Obligor if the same could reasonably be expected to have a material adverse effect on the ability of any obligor of a Pledged Note to repay such Pledged Note;
(vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity Obligor or any other Loan Party Mid-Tier Company under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, (y) the occurrence of a default by any other Secondary Obligor under any agreement, document or instrument to which it is a party which could reasonably be expected to have a Material Adverse Effect on the Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate or (yz) the occurrence of any default by Borrower, any Primary Obligor or any other Loan Party Secondary Obligor which could reasonably be expected to materially and adversely affect any such Person’s 's ability to perform its respective obligations under the Loan Documents;
(vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio EntitySecondary Obligor, any Related other Pledged Entity or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation;
(viii) the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets assets of Borrower, any Primary Obligor, Obligor or any Material Portfolio Entity, any Related Entity Secondary Obligor or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement;
(ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor or any Material Portfolio Entity; andSecondary Obligor;
(x) any breach of the covenant set forth in Section 8.11;
(xi) the issuance or sale of any Securities by Borrower, any Primary Obligor or any Portfolio EntitySecondary Obligor, whether or not permitted pursuant to the terms hereof; and
(xii) the occurrence of the REO Post -25% Time.
(bc) On the 25th day of each month or, if sooner, on the fourth to last CFCCA-P Business Day of each month, Borrower shall deliver to the Agent (i) Waterfall Certificates in respect of each Asset Pool and PFAL Portfolio Entity, certified by an Executive Officer of Borrower; and (ii) a Summary Waterfall Certificate in respect of all Asset Pools; and (iii) a report in the form attached hereto as Exhibit B setting forth the computation copy of each certificate and notice delivered pursuant to Section 7.2 (other than Section 7.2(b)) of the Aggregate Undistributed Funds of all Portfolio Entities.Amended and Restated Agreement as in effect on the date hereof (or, if such Agreement is terminated, each such certificate and notice that it would have been required to have so delivered had such Agreement not been terminated);
(cd) Borrower shall notify the Agent of the occurrence of any Extraordinary Transaction no later than 10 days on or prior to the occurrence of such eventevent and of the receipt by Borrower, any Primary Obligor or any Secondary Obligor of Extraordinary Transaction Proceeds on or prior to such receipt (or, in either case, at such earlier time (if any) as may be specified with respect thereto elsewhere in this Agreement).
(i) The Borrower shall give the Agent notice that a Portfolio Entity Secondary Obligor has become a Material Portfolio Entity Mid-Tier Company (due to the amount of Assets assets contributed to it on the date of its formation or an increase in Assets assets thereafter) within 30 days of such Person becoming a Material Portfolio EntityMid-Tier Company.
(ii) The Borrower shall give the Agent notice that an Immaterial Entity a Tier IV Company has ceased to constitute an Immaterial Entity a Tier IV Company (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity a Tier IV Company and shall promptly deliver to Lender a revised Schedule 10.37 10.43 to reflect such change.
(iii) The Borrower shall give the Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than that a Tier V Company has ceased to constitute a Tier V Company within 30 days prior of such Person ceasing to such dissolution, liquidation, suspension or discontinuationconstitute a Tier V Company.
(ef) The Borrower shall give the Agent notice within 45 days after that it or any Primary Obligor, Material Portfolio EntityMid-Tier Company, Wholly-Owned Subsidiary or other Loan Party acquires intends to acquire Equity Interests in any Person or forms to form a Subsidiary prior to the making of any such acquisition or any such formation and, if requested in writing by the Agent, forthwith upon receipt the making of such requestacquisition or any such formation, shall deliver to the Agent an addendum to Schedule 10.22 10.23 reflecting the same and, if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 10.46 reflecting the same.
(fg) On or before the fourth to last CFCCA-P Business Day of each month, Borrower shall deliver to the Agent a Portfolio Protection Expense Report in form and detail satisfactory to the Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities Secondary Obligors as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paidpaid (the "Aggregate PPE Amount"), the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar month. In addition, such Report shall itemize each item of the Aggregate PPE Amount in excess of $25,000 (each such item, an "Itemized PPE Amount"), and Borrower shall provide to the Agent such other information with respect thereto as the Agent may reasonably request. If the Agent gives the Borrower notice that it disputes the inclusion of any Itemized PPE Amount as a Portfolio Protection Expense (whether due to the reasonableness thereof, the time such amount has been or is expected to be retained in advance of payment of the related expense or otherwise), such challenged item shall constitute a "Challenged Portfolio Protection Expense."
(gh) On or before the fourth to last CFCCA-P Business Day of each month, Borrower shall deliver to Agent a Borrowing Base Certificatean Asset Pool NPV Percentage Certificate with respect to each Asset Pool (which shall detail for each Asset Pool the Net Present Value of the assets of such Asset Pool and the amount of Indebtedness relating to such Asset Pool and the amount of Guaranty Equivalents issued by PFAL Portfolio Entity which owns such Asset Pool) certified by an Executive Officer.
(hi) The Borrower shall deliver to the Agent an Asset Pool Acquisition Certificate in respect of each Asset Pool in respect of which it desires that Term Loans be made not less than ten Business Days prior to the AP Funding Date for such Asset Pool.
(j) The Borrower shall give the Agent notice of the transfer of that any property by a PFAL Portfolio Entity to one of its REO Affiliates has formed an REO- PFAL Affiliate within 30 five days of any after such transfer formation and such other information as the Agent may request with respect thereto promptly following such request.
(ik) The Borrower shall give the Agent notice of the transfer of any property by a PFAL Portfolio Entity to one of its REO-PFAL Affiliates within five days of any such transfer and such other information as the Agent may request with respect thereto promptly following such request.
(l) If at any time the Net Present Value of Assets of REO-PFAL Affiliates exceeds 15% of the Net Present Value of the Assets of all PFAL Portfolio Entities, the Borrower shall give the Agent written notice thereof and shall thereafter, on or prior to fourth to last Business Day of each month, report to Agent such percentage and provide such other information as to REO-PFAL Affiliates as the Agent may reasonably request.
(m) The Borrower shall give the Agent notice of the occurrence of an Adverse Waterfall Event within thirty three days of such occurrence.
(j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000.
(k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof.
(l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Agreement (Firstcity Financial Corp)
Other Required Notices. (a) Borrower shall notify Agent promptly after obtaining knowledge of:
(i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have a Material Adverse Effect as a result of a loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity of its REO Affiliates or any Related Entity other Loan Party due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline;
(ii) the institution of (x) any suit or administrative proceeding which if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity of its REO Affiliates or any Related Entity other Loan Party is reasonably likely to or could reasonably be expected to result in a Material Adverse Effect, and (y) any other suit or administrative proceeding against Borrower, any Primary Obligor of its REO Affiliates or any Portfolio Entity other Loan Party in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs;
(iii) Borrower, any Primary Obligor of its REO Affiliates or any Material Portfolio Entity other Loan Party becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, or any other Portfolio Entity or any Related Entity becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of Borrower, any Primary Obligor, or any Material Portfolio Entity;
(iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity Borrower or any Related Entity other Loan Party is a party, if the same could reasonably be expected to have a Material Adverse Effect;
(v) except as otherwise previously disclosed, any event or occurrence in respect of Borrower, any Primary Obligor, any Portfolio Entity of its REO Affiliates or any Related Entity other Loan Party which could reasonably be expected to have a Material Adverse Effect;
(vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity of its REO Affiliates or any other Loan Party under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, or (y) the occurrence of any default by Borrower, any Primary Obligor Borrower or any other Loan Party which could reasonably be expected to materially and adversely affect any such Person’s ability to perform its respective obligations under the Loan Documents;
(vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity of its REO Affiliates or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation;
(viii) except as contemplated in the Custodian Agreement, the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets of Borrower, any Primary Obligor, any Material Portfolio Entity, any Related Entity of its REO Affiliates or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement;
(ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor Borrower or any Material Portfolio Entity; andother Loan Party;
(x) the issuance or sale of any Securities by Borrower, any Primary Obligor of its REO Affiliates or any Portfolio Entityother Loan Party, whether or not permitted pursuant to the terms hereof; and
(xi) the commencement of the occurrence of any REO Post–25% Time.
(b) On the 25th day of or before each month or, if sooner, on the fourth to last Business Day of each monthPayment Date, Borrower shall deliver to Agent (i) Waterfall Certificates in respect of each Asset Pool and Portfolio EntityPool, certified by an Executive Officer of Borrower; and (ii) a Summary Waterfall Certificate in respect of all Asset Pools; and (iii) a report in the form attached hereto as Exhibit B setting forth the computation , certified by an Executive Officer of the Aggregate Undistributed Funds of all Portfolio EntitiesBorrower.
(c) Borrower shall notify Agent of the occurrence of any Extraordinary Transaction no later than 10 days prior to the occurrence of such event.
(i) Borrower shall give Agent notice that a Portfolio Entity has become a Material Portfolio Entity (due to the amount of Assets contributed to it on the date of its formation or an increase in Assets thereafter) within 30 days of such Person becoming a Material Portfolio Entity.
(ii) Borrower shall give Agent notice that an Immaterial Entity has ceased to constitute an Immaterial Entity (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity and shall promptly deliver to Lender a revised Schedule 10.37 to reflect such change.
(iii) Borrower shall give Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than 30 days prior to such dissolution, liquidation, suspension or discontinuation.
(e) Borrower shall give Agent notice within 45 days after it or any Primary Obligor, Material Portfolio Entity, Wholly-Owned Subsidiary or other Loan Party acquires Equity Interests in any Person or forms a Subsidiary and, if requested in writing by Agent, forthwith upon receipt of such request, shall deliver to Agent an addendum to Schedule 10.22 reflecting the same and, if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 reflecting the same.
(f) On or before the fourth to last Business Day of each monthPayment Date, Borrower shall deliver to Agent a Portfolio Protection Expense Report in form and detail satisfactory to Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paid, the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar monthAgent. Borrower shall provide to the Agent such other information with respect thereto as Agent may reasonably request.
(gd) On or before the fourth to last Business Day of each monthPayment Date, Borrower shall deliver to Agent a Borrowing Base Certificate.
(he) Borrower shall give Agent notice of the transfer of any property by a Portfolio Entity Borrower to one any of its REO Affiliates within 30 days of any such transfer and such other information as Agent may request with respect thereto promptly following such request.
(i) Borrower shall give Agent notice of the occurrence of an Adverse Waterfall Event within thirty days of such occurrence.
(j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000.
(k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof.
(l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver.
Appears in 1 contract
Samples: Revolving Credit Agreement (Firstcity Financial Corp)
Other Required Notices. (a) [Intentionally omitted].
(b) Borrower shall notify Agent promptly after obtaining knowledge of:
(i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have has caused a Material Adverse Effect as a result of a material loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company, or any Related Entity Secondary Obligor other than an REO Affiliate, in any such case due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline;
(ii) the institution of (x) any suit or administrative proceeding which which, if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company, any Wholly-Owned Subsidiary or any Related Entity other Secondary Obligor is reasonably likely to or could reasonably be expected to result in materially adversely affect the operations, financial condition or business of any obligor of a Pledged Note or have a Material Adverse EffectEffect on the Borrower, any Primary Obligor, any Wholly-Owned Subsidiary other than an REO Affiliate, or any Mid-Tier Company, and (y) any other suit or administrative proceeding against Borrower, any Primary Obligor or any Portfolio Entity Mid-Tier Company in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs;
(iii) Borrower, any Primary Obligor or any Material Portfolio Entity Mid-Tier Company becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, have a Material Adverse Effect or any other Portfolio Entity or any Related Entity Secondary Obligor becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of have a Material Adverse Effect on Borrower, any Primary Obligor, any Mid-Tier Company or any Material Portfolio EntityWholly-Owned Subsidiary other than an REO Affiliate;
(iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity Obligor or any Related Entity Mid-Tier Company is a partyparty or, if the same could reasonably be expected to have a Material Adverse EffectEffect on Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate, the commencement of any lockout, strike or walkout relating to any labor contract to which any other Secondary Obligor is a party;
(v) except as otherwise previously disclosed, any event or occurrence (x) in respect of Borrower, any Primary Obligor, any Portfolio Entity Mid-Tier Company or any Related Entity Wholly-Owned Subsidiary which could reasonably be expected to have a Material Adverse Effect, (y) in respect of any other Secondary Obligor which could reasonably be expected to have a Material Adverse Effect on the Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate or (z) in respect of Borrower, any Primary Obligor or any Secondary Obligor if the same could reasonably be expected to have a material adverse effect on the ability of any obligor of a Pledged Note to repay such Pledged Note;
(vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity Obligor or any other Loan Party Mid-Tier Company under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, (y) the occurrence of a default by any other Secondary Obligor under any agreement, document or instrument to which it is a party which could reasonably be expected to have a Material Adverse Effect on the Borrower, any Primary Obligor, any Mid-Tier Company or any Wholly-Owned Subsidiary other than an REO Affiliate or (yz) the occurrence of any default by Borrower, any Primary Obligor or any other Loan Party Secondary Obligor which could reasonably be expected to materially and adversely affect any such Person’s 's ability to perform its respective obligations under the Loan Documents;
(vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio EntitySecondary Obligor, any Related other Pledged Entity or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation;
(viii) the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets assets of Borrower, any Primary Obligor, Obligor or any Material Portfolio Entity, any Related Entity Secondary Obligor or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement;
(ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor or any Material Portfolio EntitySecondary Obligor ;
(x) any breach of the covenant set forth in Section 8.11; and
(xxi) the issuance or sale of any Securities by Borrower, any Primary Obligor or any Portfolio EntitySecondary Obligor, whether or not permitted pursuant to the terms hereof.
(bc) On the 25th day of each month or, if sooner, on the fourth to last CFCCA Business Day of each month, Borrower shall deliver to the Agent (ix) a Waterfall Certificates Certificate (which, as set forth in respect the form of each Asset Pool such certificate attached as Exhibit E hereto, shall detail all receipts of Net Cash Flow, other receipts by Primary Obligors and Portfolio EntitySecondary Obligors, the amount of such receipts not paid to a Primary Obligor or Borrower and Borrower's proposed distribution of funds from the CFCCA) certified by an Executive Officer of Borrower; and (iiy) a Summary Waterfall Certificate in respect copy of all Asset Poolseach waterfall certificate being delivered pursuant to the Portfolio Acquisition Loan Agreement; and (iiiz) a report in the form attached hereto as Exhibit B setting forth the computation notice of the Aggregate Undistributed Funds amount of all Portfolio Entitiesfunds from the Cash Collateral Account-Servicing which will be excluded from transfer to the CFCCA on or prior to the next Payment Date pursuant to Section 8.29(e) with respect to the Holdings Buy Out Amount.
(cd) Borrower shall notify the Agent of the occurrence of any Extraordinary Transaction no later than 10 days on or prior to the occurrence of such eventevent and of the receipt by Borrower, any Primary Obligor or any Secondary Obligor of Extraordinary Transaction Proceeds on or prior to such receipt (or, in either case, at such earlier time (if any) as may be specified with respect thereto elsewhere in this Agreement).
(i) The Borrower shall give the Agent notice that a Portfolio Entity Secondary Obligor has become a Material Portfolio Entity Mid-Tier Company (due to the amount of Assets assets contributed to it on the date of its formation or an increase in Assets assets thereafter) within 30 days of such Person becoming a Material Portfolio EntityMid-Tier Company.
(ii) The Borrower shall give the Agent notice that an Immaterial Entity a Tier IV Company has ceased to constitute an Immaterial Entity a Tier IV Company (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity a Tier IV Company and shall promptly deliver to Lender a revised Schedule 10.37 10.43 to reflect such change.
(iii) The Borrower shall give the Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than that a Tier V Company has ceased to constitute a Tier V Company within 30 days prior of such Person ceasing to such dissolution, liquidation, suspension or discontinuation.constitute a Tier V Company
(ef) The Borrower shall give the Agent notice within 45 days after that it or any Primary Obligor, Material Portfolio EntityMid-Tier Company, Wholly-Owned Subsidiary or other Loan Party acquires intends to acquire Equity Interests in any Person or forms to form a Subsidiary prior to the making of any such acquisition or any such formation and, if requested in writing by the Agent, forthwith upon receipt the making of such requestacquisition or any such formation, shall deliver to the Agent (x) an addendum to Schedule 10.22 10.23A reflecting the same and, and,(y) if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 10.46 reflecting the same.
(fg) On or before the fourth to last CFCCA Business Day of each month, Borrower shall deliver to Agent an Existing Portfolio NPV Percentage Certificate in the form of Exhibit F hereto (which, as indicated in the form of such certificate shall detail for each Secondary Obligor the Net Present Value of the assets of such Secondary Obligor and the amount of Indebtedness of or secured by such Secondary Obligor and the amount of Guaranty Equivalents issued by such Secondary Obligor), certified by an Executive Officer.
(h) On or before the fourth to last CFCCA Business Day of each month, Borrower shall deliver to Agent a Portfolio Protection Expense Report in form and detail satisfactory to the Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities Secondary Obligors as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paidpaid (the "Aggregate PPE Amount"), the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar month. In addition, such Report shall itemize each item of the Aggregate PPE Amount in excess of $50,000 (each such item, an "Itemized PPE Amount"), and Borrower shall provide to the Agent such other information with respect thereto as the Agent may reasonably request.
. If the Agent gives the Borrower notice that it disputes the inclusion of any Itemized PPE Amount as a Portfolio Protection Expense (g) On whether due to the reasonableness thereof, the time such amount has been or before the fourth is expected to last Business Day be retained in advance of each month, Borrower shall deliver to Agent a Borrowing Base Certificate.
(h) Borrower shall give Agent notice payment of the transfer of any property by related expense or otherwise), such challenged item shall constitute a "Challenged Portfolio Entity to one of its REO Affiliates within 30 days of any such transfer and such other information as Agent may request with respect thereto promptly following such requestProtection Expense.
(i) Borrower shall give Agent notice of the occurrence of an Adverse Waterfall Event within thirty days of such occurrence.
(j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000.
(k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof.
(l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver."
Appears in 1 contract
Other Required Notices. (a) Borrower shall notify Agent promptly after obtaining knowledge of:
(i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have a Material Adverse Effect as a result of a loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline;
(ii) the institution of (x) any suit or administrative proceeding which if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is reasonably likely to or could reasonably be expected to result in a Material Adverse Effect, and (y) any other suit or administrative proceeding against Borrower, any Primary Obligor or any Portfolio Entity in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs;
(iii) Borrower, any Primary Obligor or any Material Portfolio Entity becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, or any other Portfolio Entity or any Related Entity becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of Borrower, any Primary Obligor, or any Material Portfolio Entity;
(iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is a party, if the same could reasonably be expected to have a Material Adverse Effect;
(v) except as otherwise previously disclosed, any event or occurrence in respect of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity which could reasonably be expected to have a Material Adverse Effect;
(vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, or (y) the occurrence of any default by Borrower, any Primary Obligor or any other Loan Party which could reasonably be expected to materially and adversely affect any such Person’s 's ability to perform its respective obligations under the Loan Documents;
(vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation;
(viii) the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets of Borrower, any Primary Obligor, any Material Portfolio Entity, any Related Entity or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement;
(ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor or any Material Portfolio Entity; and;
(x) the issuance or sale of any Securities by Borrower, any Primary Obligor or any Portfolio Entity, whether or not permitted pursuant to the terms hereof; and
(xi) the occurrence of the REO Post - 25% Time.
(b) On the 25th day of each month or, if sooner, on the fourth to last Business Day of each month, Borrower shall deliver to Agent (i) Waterfall Certificates in respect of each Asset Pool and Portfolio Entity, certified by an Executive Officer of Borrower; and (ii) a Summary Waterfall Certificate in respect of all Asset Pools; and (iii) a report in the form attached hereto as Exhibit B setting forth the computation of the Aggregate Undistributed Funds of all Portfolio Entities.
(c) Borrower shall notify Agent of the occurrence of any Extraordinary Transaction no later than 10 days prior to the occurrence of such event.
(i) Borrower shall give Agent notice that a Portfolio Entity has become a Material Portfolio Entity (due to the amount of Assets contributed to it on the date of its formation or an increase in Assets thereafter) within 30 days of such Person becoming a Material Portfolio Entity.
(iii) Borrower shall give Agent notice that an Immaterial Entity has ceased to constitute an Immaterial Entity (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity and shall promptly deliver to Lender a revised Schedule 10.37 to reflect such change.
(iiiii) Borrower shall give Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than 30 days prior to such dissolution, liquidation, suspension or discontinuation.
(e) Borrower shall give Agent notice within 45 days after it or any Primary Obligor, Material Portfolio Entity, Wholly-Owned Subsidiary or other Loan Party acquires Equity Interests in any Person or forms a Subsidiary and, if requested in writing by Agent, forthwith upon receipt of such request, shall deliver to Agent an addendum to Schedule 10.22 reflecting the same and, if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 reflecting the same.
(f) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Portfolio Protection Expense Report in form and detail satisfactory to Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paid, the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar month. Borrower shall provide to the Agent such other information with respect thereto as Agent may reasonably request.
(g) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Borrowing Base Certificate.
(h) Borrower shall give Agent notice of the transfer of any property by a Portfolio Entity to one of its REO Affiliates within 30 days of any such transfer and such other information as Agent may request with respect thereto promptly following such request.
(i) Borrower shall give Agent notice of the occurrence of an Adverse Waterfall Event within thirty days of such occurrence.
(j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000.
(k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof.
(l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver.
Appears in 1 contract
Samples: Revolving Credit Agreement (Firstcity Financial Corp)
Other Required Notices. (a) Borrower shall notify Agent promptly after obtaining knowledge of:
(i) except as otherwise previously disclosed, any event or occurrence which Borrower has determined could have a Material Adverse Effect as a result of a loss or decline in value of the Assets of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity due to casualty or any other adverse occurrence and the estimated (or actual, if available) amount of such loss or decline;
(ii) the institution of (x) any suit or administrative proceeding which if determined adversely to Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is reasonably likely to or could reasonably be expected to result in a Material Adverse Effect, and (y) any other suit or administrative proceeding against Borrower, any Primary Obligor or any Portfolio Entity in which the uninsured amount involved is $750,000 or more, such notice to be given on or prior to the end of the calendar month in which the applicable event occurs;
(iii) Borrower, any Primary Obligor or any Material Portfolio Entity becoming subject to any Charge, restriction, judgment, decree or order which could reasonably be expected to materially adversely affect the operations, financial conditions or business of such Person, or any other Portfolio Entity or any Related Entity becoming subject to any Charge, restriction, judgment, decree or order if the same could reasonably be expected to materially adversely affect the operations, financial conditions or business of Borrower, any Primary Obligor, or any Material Portfolio Entity;
(iv) the commencement of any lockout, strike or walkout relating to any labor contract to which Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity is a party, if the same could reasonably be expected to have a Material Adverse Effect;
(v) except as otherwise previously disclosed, any event or occurrence in respect of Borrower, any Primary Obligor, any Portfolio Entity or any Related Entity which could reasonably be expected to have a Material Adverse Effect;
(vi) (x) the occurrence of a default by Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any agreement, document or instrument to which such Person is a party which could reasonably be expected to have a Material Adverse Effect, or (y) the occurrence of any default by Borrower, any Primary Obligor or any other Loan Party which could reasonably be expected to materially and adversely affect any such Person’s ability to perform its respective obligations under the Loan Documents;
(vii) the filing of a petition by or against Borrower, any Primary Obligor, any Portfolio Entity, any Related Entity or any other Loan Party under any section or chapter of the United States Bankruptcy Code or any similar law or regulation or if any such Person shall make an assignment for the benefit of its creditors or if any case or proceeding is filed by or against any such Person for its dissolution or liquidation;
(viii) the making of an application for the appointment of a receiver, trustee or custodian for any of the Assets of Borrower, any Primary Obligor, any Material Portfolio Entity, any Related Entity or any other Loan Party, other than a Non-Default Voluntary Custodial Arrangement;
(ix) the exercise by any holder of any option, warrant or right to purchase any Equity Interest in Borrower, any Primary Obligor or any Material Portfolio Entity; and
(x) the issuance or sale of any Securities by Borrower, any Primary Obligor or any Portfolio Entity, whether or not permitted pursuant to the terms hereof.
(b) On the 25th day of each month or, if sooner, on the fourth to last Business Day of each month, Borrower shall deliver to Agent (i) Waterfall Certificates in respect of each Asset Pool and Portfolio Entity, certified by an Executive Officer of Borrower; and (ii) a Summary Waterfall Certificate in respect of all Asset Pools; and (iii) a report in the form attached hereto as Exhibit B setting forth the computation of the Aggregate Undistributed Funds of all Portfolio Entities.
(c) Borrower shall notify Agent of the occurrence of any Extraordinary Transaction no later than 10 days prior to the occurrence of such event.
(i) Borrower shall give Agent notice that a Portfolio Entity has become a Material Portfolio Entity (due to the amount of Assets contributed to it on the date of its formation or an increase in Assets thereafter) within 30 days of such Person becoming a Material Portfolio Entity.
(ii) Borrower shall give Agent notice that an Immaterial Entity has ceased to constitute an Immaterial Entity (due to an increase in the fair market value of its assets or such company engaging in any business) within 30 days of such Person ceasing to constitute an Immaterial Entity and shall promptly deliver to Lender a revised Schedule 10.37 to reflect such change.
(iii) Borrower shall give Agent notice of the dissolution or full liquidation of, or the suspension or discontinuation of business by, any Portfolio Entity, not less than 30 days prior to such dissolution, liquidation, suspension or discontinuation.
(e) Borrower shall give Agent notice within 45 days after it or any Primary Obligor, Material Portfolio Entity, Wholly-Owned Subsidiary or other Loan Party acquires Equity Interests in any Person or forms a Subsidiary and, if requested in writing by Agent, forthwith upon receipt of such request, shall deliver to Agent an addendum to Schedule 10.22 reflecting the same and, if such acquisition or formation is of an REO Affiliate, a new Schedule 10.40 reflecting the same.
(f) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Portfolio Protection Expense Report in form and detail satisfactory to Agent showing as of the close of business on the last Business Day of the preceding calendar month the aggregate amount retained by Portfolio Entities as Portfolio Protection Expenses to pay Portfolio Protection Expenses not theretofore paid, the aggregate amount of Portfolio Protection Expenses theretofore paid and the aggregate amount of Portfolio Protection Expenses withheld (in the aggregate) by such Persons during the immediately preceding calendar month. Borrower shall provide to the Agent such other information with respect thereto as Agent may reasonably request.
(g) On or before the fourth to last Business Day of each month, Borrower shall deliver to Agent a Borrowing Base Certificate.
(h) Borrower shall give Agent notice of the transfer of any property by a Portfolio Entity to one of its REO Affiliates within 30 days of any such transfer and such other information as Agent may request with respect thereto promptly following such request.
(i) Borrower shall give Agent notice of the occurrence of an Adverse Waterfall Event within thirty days of such occurrence.
(j) Borrower shall give Agent notice if the amount of Aggregate Undistributed Funds at any time exceeds $5,000,000.
(k) If Borrower at any time has knowledge of any servicer default, servicing termination event, amortization event or similar event or condition occurring or existing under any agreement relating to the securitization of Assets of any Primary Obligor or other Loan Party or securitization entity established by any Primary Obligor or other Loan Party, Borrower shall immediately notify Agent thereof.
(l) Borrower shall give Agent notice of any proposed amendment of or waiver under the RAL not fewer than five Business Days before the effective date of any such amendment or waiver, together with a copy of any such proposed amendment or waiver.
Appears in 1 contract
Samples: Revolving Credit Agreement (Firstcity Financial Corp)
