Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five (5) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent in writing after the Closing Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request: (A) a Borrowing Base Certificate with respect to Credit Parties, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d) (a “Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis); (B) with respect to Credit Parties, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and (C) with respect to Credit Parties, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion. (ii) To Agent, if requested by Agent in connection with or following the delivery of a Borrowing Base Certificate, collateral reports with respect to Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request; (iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly Financial Statements pursuant to this Section 4.2, as the case may be: (A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; (B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ most recent Borrowing Base Certificate and general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the perpetual inventory by location to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
Appears in 1 contract
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five (5) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent any Lender in writing after the Closing Date), Borrower will deliver and, so long as an Event of Default has occurred and is continuing from time to time more frequently upon the request of Agent, each of the following reports, each of which shall be prepared by Borrower Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit PartiesCertificate, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d4.1(d) (a “Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis);
(B) with respect to Credit Parties, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) with respect to Credit Parties, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if requested by Agent in connection with or following the delivery of a Borrowing Base Certificate, collateral reports with respect to Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly of the monthly Financial Statements delivered pursuant to this Section 4.2, as the case may be4.1:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the Borrowing Base for the most recent Borrowing Baserecently ended Fiscal Month, general ledger and month-end Inventory reports of Credit Parties to Credit PartiesHoldings’ consolidated general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ most recent the Borrowing Base Certificate and for the most recently ended Fiscal Month, general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the perpetual inventory by location Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;; and
(C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(iii) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 4.1, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any new applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five time on each day that is ten (510) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent any Lender in writing after the Closing Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 two (2) days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit Partieseach Borrower, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(dExhibits 4.9(d)(i), 4.9(d)(ii) and 4.9(d)(iii) (each, a “"Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis");
(B) with respect to Credit Partieseach Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) a list of the ten Account Debtors having the ten highest account balances as of the end of such Fiscal Month, together with the most recent corporate debt rating by Moody's and S&P of each such Account Debtor;
(D) with respect to Credit Partieseach Borrower, a monthly trial balance showing Accounts shoxxxx Xxcounts outstanding aged from invoice due date as follows: current, 1 to 30 daysdays past due, 31 to 60 daysdays past due, 61 to 90 more than 60 days and 91 days or morepast due, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if on a weekly basis or at such more frequent intervals as Agent may request from time to time (together with a copy of all or any part of such delivery requested by Agent any Lender in connection with or following writing after the delivery of a Borrowing Base CertificateClosing Date), collateral reports with respect to Credit Partieseach Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Partieseach Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 two (2) days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly of the monthly Financial Statements delivered pursuant to this Section 4.2, as the case may be4.9:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties each Borrower to Credit Parties’ such Borrower's general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ each Borrower's most recent Borrowing Base Certificate and Certificate, general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the perpetual inventory by location Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(C) management's report of the financial performance of the Borrowers for the Fiscal Month and the portion of the Fiscal Year then ended, in the form delivered by Borrower to BRS;
(D) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower's general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(E) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to each Borrower's general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(iv) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to this Section 4.9, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter;
Appears in 1 contract
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon 12:00 p.m. (noon) (New York time) on, five (5) on the fifteenth Business Days Day after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent in writing after the Closing Date)Borrower, Borrower will deliver each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Borrower and the Eligible Credit Parties, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d4.1(d) (a the “Borrowing Base Certificate”) ), which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month reporting period or the date that is two (2) days prior to the date of any such period additional request.
(it being understood ii) To Agent, within 45 days after the end of each Fiscal Year (or, if an Event of Default shall have occurred and agreed thatbe continuing or Borrowing Availability shall be less than $10,000,000, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basisas the Agent may request), but not more frequently than on a weekly basis);each of which shall be prepared by Borrower as of the last day of the immediately preceding reporting period or the date that is two (2) days prior to the date of any such additional request:
(BA) with respect to Borrower and the Eligible Credit Parties, a summary of Inventory Rental Fleet and Equipment by location and type with a supporting perpetual Inventory report and a slow-moving Inventory reporttype, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(CB) with respect to Borrower and the Eligible Credit Parties, a monthly trial balance summary aging showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(iiiii) To Agent, if requested by Agent in connection with or following at the time of delivery of each of the monthly financial statements delivered for each Fiscal Month that coincides with the end of a Borrowing Base CertificateFiscal Quarter pursuant to Section 4.1, collateral reports with respect to a summary reconciliation of all Rental Fleet and Equipment of Borrower and each of the Eligible Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly Financial Statements pursuant to this Section 4.2, as the case may be:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;.
(Biv) (x) no later than To Agent, at the tenth (10th) Business Day after time of delivery of each of the monthly financial statements delivered for each Fiscal Month that coincides with the end of each a Fiscal MonthQuarter and the annual Financial Statements delivered pursuant to Section 4.1 to the extent applicable, (i) a reconciliation listing of government contracts of Borrower subject to the perpetual inventory by location to Credit Parties’ most recent Borrowing Base Certificate and general ledger Federal Assignment of Claims Act of 1940; and (yii) together a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with each delivery of the quarterly Financial StatementsUnited States Patent and Trademark Office, a reconciliation of the perpetual inventory by location to such quarterly Financial Statements, United States Copyright Office or any similar office or agency in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;the prior Fiscal Quarter.
Appears in 1 contract
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five six (56) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent any Lender in writing after the Closing Date), Borrower will deliver and, so long as an Event of Default has occurred and is continuing from time to time more frequently upon the request of Agent, each of the following reports, each of which shall be prepared by Borrower Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit PartiesCertificate, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d4.1(d) (a “Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis);
(B) with respect to Credit Parties, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) with respect to Credit Parties, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if requested by Agent in connection with or following the delivery of a Borrowing Base Certificate, collateral reports with respect to Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly of the monthly Financial Statements delivered pursuant to this Section 4.2, as the case may be4.1:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the Borrowing Base for the most recent Borrowing Baserecently ended Fiscal Month, general ledger and month-end Inventory reports of Credit Parties to Credit PartiesHoldings’ consolidated general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ most recent the Borrowing Base Certificate and for the most recently ended Fiscal Month, general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the perpetual inventory by location Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;; and
(C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.1, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(iii) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 4.1, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any new applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon Chicago time fifteen (New York time) on, five (515) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent any Lender in writing after the Closing Restatement Effective Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 2 two (2) days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit PartiesBorrower, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d) (a 4.9(d), the “Borrowing Base Certificate”) as of at the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis)period;
(B) with respect to Credit PartiesBorrower, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) with respect to Credit PartiesBorrower, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if at all times during which Borrower’s Borrowing Availability is less than the greater of (x) $5,000,000 and (y) 33 percent of the then current Borrowing Base, on a weekly basis or at such more frequent intervals as Agent may request from time to time (together with a copy of all or any part of such delivery requested by Agent any Lender in connection with or following writing after the delivery of a Borrowing Base CertificateRestatement Effective Date), collateral reports with respect to Credit PartiesBorrower, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit PartiesBorrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion discretion, each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 two (2) days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly of the monthly Financial Statements delivered pursuant to this Section 4.2, as the case may be4.9:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Borrower to Credit Parties’ Borrower’s general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ Borrower’s most recent Borrowing Base Certificate and Certificate, general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the perpetual inventory by location Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(C) an aging of accounts payable and a reconciliation of that accounts payable aging to Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(D) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(iv) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 4.9, (i) a listing of government contracts of Borrower or any Domestic Subsidiary in excess of $250,000 subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter.
Appears in 1 contract
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five (5) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent in writing after the Closing Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit Parties, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d) (a “Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis, it being further understood and agreed that, for any period during the first 6 months following the Closing Date, Borrower shall have the option of delivering an incomplete Borrowing Base Certificate, in which case, no deliveries will be required under Sections 4.2(d)(i)(B), 4.2(d)(i)(C) and 4.2(d)(iii)(A) through 4.2(d)(iii)(E) and the amount of the Borrowing Base for that period shall be deemed to be zero, provided that, once Borrower has delivered a completed Borrowing Base certificate this option shall no longer be available);
(B) with respect to Credit Parties, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) with respect to Credit Parties, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if requested by Agent in connection with or following the delivery of a Borrowing Base Certificate, collateral reports with respect to Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly Financial Statements pursuant to this Section 4.2, as the case may be:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ most recent Borrowing Base Certificate and general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the perpetual inventory by location to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(C) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, an aging of accounts payable and a reconciliation of that accounts payable aging to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, an aging of accounts payable and a reconciliation of that accounts payable aging to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(D) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(E) no later than the tenth (10th) Business Day after the end of each Fiscal Month, supporting detail and documentation satisfactory to Agent in its reasonable discretion relating to (i) the current and historical performance of Eligible Remnant Inventory and (ii) credit memos issued with respect to the Credit Memo Chargeback Accounts;
(F) together with each delivery of the quarterly Financial Statements, a summary of the outstanding balance of all intercompany loans owing by Borrower and owing by each Guarantor as of the last day of the applicable Fiscal Quarter;
(G) together with each delivery of the quarterly Financial Statements, a summary of the license royalty payments owing by each Credit Party as of the last day of the applicable Fiscal Quarter with respect to material contracts listed in clauses (i), (ii), (iii) and (iv) of Section 3.19, and a certificate that, to the Borrower’s knowledge, no default exists with respect to each such contract; and
(H) together with each delivery of the quarterly Financial Statements, a listing of each transaction with an Affiliate permitted pursuant to Section 3.8 hereto which involves payments or assets of greater than $1,000,000;
(iv) on the Closing Date and together with each delivery of the annual Financial Statements, and more frequently at any time there is a material increase in any rent or any storage, processing, freight or shipping charge, with respect to each leased, warehouse, processor or converter facility or other location where Collateral of any Credit Party is stored or located (in each case where Collateral of any Credit Party with a fair market value of greater than $50,000 is stored or located) (w) a schedule of rents showing the monthly rent due or other monthly charges due, (x) a schedule of accrued and unpaid storage and/or processing charges for the storage and/or processing of goods, (y) a schedule of accrued and unpaid charges of freight carrier or shipping company charges for the transportation of goods and (z) a certificate that, to the Borrower’s knowledge, no default exists with respect to each applicable agreement with such landlord, processor, bailee or freight carrier or shipping company;
(v) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to this Section 4.2, (i) a listing of government contracts of each Credit Party subject to the Financial Administration Act (Canada); and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the Canadian Patent and Trademark Office, the Canadian Copyright Office or any similar office or agency in the prior Fiscal Year.
Appears in 1 contract
Additional Deliveries. (i) To Agent, upon its request, and in any event no less frequently than noon (New York time) on, five time on each day that is ten (510) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent any Lender in writing after the Closing Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 two (2) days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit Partieseach Borrower, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(dExhibits 4.9(d)(i), 4.9(d)(ii) and 4.9(d)(iii) (each, a “"Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis");
(B) with respect to Credit Partieseach Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) a list of the ten Account Debtors having the ten highest account balances as of the end of such Fiscal Month, together with respect the most recent corporate debt rating by Moody's and S&P of each such Account Debtor;
(D) xxxx xxspect to Credit Partieseach Borrower, a monthly trial balance showing Accounts outstanding aged from invoice due date as follows: current, 1 to 30 daysdays past due, 31 to 60 daysdays past due, 61 to 90 more than 60 days and 91 days or morepast due, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if on a weekly basis or at such more frequent intervals as Agent may request from time to time (together with a copy of all or any part of such delivery requested by Agent any Lender in connection with or following writing after the delivery of a Borrowing Base CertificateClosing Date), collateral reports with respect to Credit Partieseach Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Partieseach Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 two (2) days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly of the monthly Financial Statements delivered pursuant to this Section 4.2, as the case may be4.9:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties each Borrower to Credit Parties’ such Borrower's general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ each Borrower's most recent Borrowing Base Certificate and Certificate, general ledger and (y) together with each delivery of the quarterly monthly Financial Statements, a reconciliation of the perpetual inventory by location Statements delivered pursuant to such quarterly Financial Statementsthis Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(C) management's report of the financial performance of the Borrowers for the Fiscal Month and the portion of the Fiscal Year then ended, in the form delivered by Borrower to BRS;
(D) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower's general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(E) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to each Borrower's general ledger and monthly Financial Statements delivered pursuant to this Section 4.9, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(iv) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to this Section 4.9, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in the prior Fiscal Quarter;
Appears in 1 contract
Samples: Credit Agreement (Osullivan Industries Holdings Inc)