Reports to the Trustee. (a) The Guarantor will provide the Trustee with the following reports (and will also provide the trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iii) and (iv) below for distribution, at their expense, to all Holders of Notes): (i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year; (ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year); (iii) simultaneously with the delivery of the financial statements referred to in clause (1) above, an officers’ certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect thereto; (iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor with the Luxembourg Stock Exchange or any other stock exchange on which the notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazil); and (v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or Event of Default, an officers’ certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto. (b) If the Guarantor makes available the reports described in clauses (i) or (ii) or (iv) on the Guarantor’s website and notifies the trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth therein. (c) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the Guarantor. (d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Cosan Ltd.), Indenture (Cosan Ltd.)
Reports to the Trustee. (a) The Guarantor will On or before the Determination Date, the Master Servicer shall provide to the Trustee (and with respect to the information contained in subclause (xiv) hereof, the Seller), with respect to the Mortgage Loans in each Mortgage Loan Group and the related REO Properties, respectively, a Loan Summary and Remittance Report in such electronic format as the Trustee may reasonably request and in such hardcopy format as the Master Servicer and the Trustee shall agree and containing the following reports information (and will also provide the trustee with sufficient copies, as required, in respect of the following reports referred to in clauses (i)REO Properties, (iii) and (iv) below for distribution, at their expense, to all Holders of Notesonly such information which is applicable):
(i) an English language version Aggregate deposits to and withdrawals from the Certificate Account since the date of its annual audited consolidated financial statements prepared the prior statement, stated separately for each category of deposit specified in accordance with IFRS promptly upon such financial statements becoming available but Section 4.02 and each category of withdrawal specified in Section 4.03, indicating separately the aggregate of amounts withdrawn which are not later than 120 days after the close of its fiscal yearapplicable to a particular Mortgage Loan;
(ii) an English language version Amount of its unaudited quarterly financial statements prepared Group 1 Available Funds and Group 2 Available Funds, separately stated, expected for the related Distribution Date and attributable to each of the following categories with respect to the related Mortgage Loan Group:
(A) Scheduled Principal;
(B) Principal Prepayments (stated separately for (u) partial prepayments, (v) full prepayments, (w) Net Liquidation Proceeds, stating Liquidation Proceeds and Liquidation Expenses separately), (x) Insurance Proceeds, (y) the purchase price in accordance connection with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close purchase of each fiscal quarter a Mortgage Loan, and (other than z) any cash deposit in connection with the last fiscal quarter substitution of its fiscal year)a Mortgage Loan;
(C) regularly scheduled interest on the Mortgage Loans;
(D) Monthly Advances made by the Master Servicer;
(E) Certificate Account Advances; and
(F) Compensating Interest Payments.
(iii) simultaneously with the delivery Aggregate Outstanding Principal Balances of the financial statements referred Mortgage Loans as of the related Due Date, without giving effect to in clause (1) abovepayments due on such date, an officers’ certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect theretostated separately for each Mortgage Loan Group;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) Realized Losses for the Guarantor with the Luxembourg Stock Exchange or any other stock exchange on which the notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazil); and
(v) as soon as practicable prior month and in any event within 30 calendar days after any director or executive officer of the Company or aggregate from the Guarantor becomes aware of the existence of a Default or Event of Default, an officers’ certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto.
(b) If the Guarantor makes available the reports described in clauses (i) or (ii) or (iv) on the Guarantor’s website and notifies the trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth therein.
(c) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the Guarantor.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).Closing Date;
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)
Reports to the Trustee. (a) The Guarantor will provide the Trustee with the following reports (and will also provide the trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iii) and (iv) below for distribution, at their expense, to all Holders of Notes):following:
(i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;
(ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);
(iii) simultaneously with the delivery of the financial statements referred to in clause (1a)(i) above, an officersOfficers’ certificate Certificate stating whether a Default or an Event of Default exists on the date of such certificate and, if a Default or an Event of Default exists, setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect thereto;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor with the Luxembourg Stock Exchange or any other stock exchange on which the notes Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazilholders); and
(v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or an Event of Default, an officersOfficers’ certificate Certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto.
(b) If the Guarantor makes available the reports described in clauses (iSection 4.16(a)(i), Section 4.16(a)(ii) or (ii) or (ivSection 4.16(a)(iv) on the Guarantor’s website and notifies the trustee Trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth thereinin such applicable clause.
(c) Delivery of the reports, information and documents described in this Section 4.16 (except the Officers’ Certificates described in Section 4.16(a)(iii) and Section 4.16(a)(v) above) to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s, the Guarantor’s or any of the Guarantor’s subsidiaries’ or any other Person’s compliance with any of their covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), provided that the Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been delivered as described above or posted on any website.
(d) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the Guarantor.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Cosan S.A.), Indenture (Cosan S.A.)
Reports to the Trustee. (a) The Guarantor Company will provide the Trustee with the following reports (and will also provide the trustee Trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iiiii) and (iv) below for distribution, at their expensethe expense of the Company, to all Holders of Notes):
(i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;
(ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);
(iii) simultaneously with the delivery of the financial statements referred to in clause (1a) above, an officers’ certificate Officer’s Certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Guarantor Company is taking or proposes to take with respect thereto;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor Company with the Luxembourg Stock Exchange or any other stock exchange on which the notes Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazil); and
(v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or an Event of Default, an officers’ certificate Officer’s Certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto.
(b) If the Guarantor Company makes available the reports described in clauses (i) or ), (ii), (iii) or (iv) on the GuarantorCompany’s website and notifies the trustee Trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth thereinin such applicable clause.
(c) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates), provided that the Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been so made available.
(d) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor Company will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the GuarantorCompany.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Natura &Co Holding S.A.)
Reports to the Trustee. (a) The Guarantor will provide the Trustee with the following reports (and will also provide the trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iii) and (iv) below for distribution, at their expensethe expense of the Guarantor, to all Holders of Notes):
(i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;
(ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);
(iii) simultaneously with the delivery of the financial statements referred to in clause (1a) above, an officersOfficers’ certificate Certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of Default exists, setting forth the details thereof and the action which the Guarantor is taking or proposes to take with respect thereto;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor with the Luxembourg Stock Exchange or any other stock exchange on which the notes Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazil); and;
(v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or Event of Default, an officersOfficers’ certificate Certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto; and
(vi) an English language version of the Pro Forma Spin-Off Financial Statements on or before the Comgás Spin-Off with Substitution Consummation Date to be accompanied by a certification or report from the independent auditors of the Guarantor as to the calculation of the Net Debt to EBITDA Ratio referred to in the definition of Comgás Spin-Off with Substitution.
(b) If the Guarantor makes available the reports described in clauses (i) or (ii) or (iv) on the Guarantor’s website and notifies the trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth thereinin such applicable clause.
(c) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the Guarantor.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), provided that the Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been so made available.
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Reports to the Trustee. (a) The Guarantor Company will provide the Trustee with the following reports (and will also provide the trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iii) and (iv) below for distribution, at their expense, to all Holders of Notes):reports:
(i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;
(ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);
(iii) simultaneously with the delivery of the financial statements referred to in clause (1a) above, an officersOfficers’ certificate Certificate stating whether a Default or an Event of Default exists on the date of such certificate and, if a Default or an Event of Default exists, setting forth the details thereof and the action which the Guarantor Company is taking or proposes to take with respect thereto;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor Company with the Luxembourg Stock Exchange or any other stock exchange on which the notes Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazilholders); and;
(v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or an Event of Default, an officersOfficers’ certificate Certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto.; and
(b) If the Guarantor Company makes available the reports described in clauses (i) or (ii) or (iv) on the GuarantorCompany’s website and notifies the trustee Trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth thereinin such applicable clause.
(c) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), provided that the Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been so made available.
(d) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor Company will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the GuarantorCompany.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)
Reports to the Trustee. (a) The Guarantor Company will provide the Trustee with the following reports (and will also provide the trustee Trustee with sufficient copies, as required, of the following reports referred to in clauses (i), (iiiii) and (iv) below for distribution, at their expensethe expense of the Company, to all Holders of Notes):
(i) an English language version of its annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;
(ii) an English language version of its unaudited quarterly financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last fiscal quarter of its fiscal year);
(iii) simultaneously with the delivery of the financial statements referred to in clause (1a) above, an officersOfficers’ certificate Certificate stating whether a Default or an Event of Default exists on the date of such certificate and, if a Default or an Event of Default exists, setting forth the details thereof and the action which the Guarantor Company is taking or proposes to take with respect thereto;
(iv) without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Guarantor Company with the Luxembourg Stock Exchange or any other stock exchange on which the notes Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public in Brazilholders); and;
(v) as soon as practicable and in any event within 30 calendar days after any director or executive officer of the Company or the Guarantor becomes aware of the existence of a Default or an Event of Default, an officersOfficers’ certificate Certificate setting forth the details thereof and the action which the Company or the Guarantor is taking or proposes to take with respect thereto.; and
(b) If the Guarantor Company makes available the reports described in clauses (i) or (ii) or (iv) on the GuarantorCompany’s website and notifies the trustee Trustee in writing thereof, it will be deemed to have satisfied the reporting requirement set forth thereinin such applicable clause.
(c) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), provided that the Trustee shall have no obligation whatsoever to determine whether such information, documents or reports have been so made available.
(d) For so long as the Notes are “restricted securities” within the meaning of Rule 144A(a)(3) under the Securities Act, the Guarantor Company will furnish upon request to any Holder of a Note, or to any prospective purchasers designated by such Holder of Notes, financial and other information described in paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) with respect to the Company and the GuarantorCompany.
(d) Delivery of the above reports to the Trustee and the Paying Agent is for informational purposes only and the Trustee’s and the Paying Agent’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and/or the Guarantor’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Cosan Ltd.)