Additional Reports. (a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base. (b) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation. (c) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2; (d) Within forty-five (45) days after the end of each fiscal year, the Borrower Parties shall deliver to the Lender Group an annual budget approved by the board of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast on a month-by-month basis; (e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K)); (f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and (g) From time to time and promptly upon each request, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
Appears in 4 contracts
Samples: Credit Agreement (Chicos Fas Inc), Credit Agreement (Chicos Fas Inc), Credit Agreement (Chicos Fas Inc)
Additional Reports. (a) [Reserved];
(b) Within three five (35) Business Days after (or such longer period as the end Administrative Agent may approve in its sole discretion) of any Responsible Officer obtaining knowledge of any event that could reasonably be expected to result in a Materially Adverse Effect, the Borrower shall notify the Administrative Agent of the occurrence thereof, and shall provide such additional information with respect to such matters as the Lender Group, or any of them, may reasonably request;
(c) Immediately following any Default or Event of Default under any Loan Document, the Borrower shall notify the Administrative Agent of the occurrence thereof giving in each fiscal weekcase the details thereof and specifying the action proposed to be taken with respect thereto;
(d) Within five (5) Business Days (or such longer period as the Administrative Agent may approve in its sole discretion), if Availability is less than of the greater filing thereof or otherwise becoming publicly available, copies of (i) thirty percent (30%) of all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made publicly available by the Revolving Loan Commitment or Borrower to its public security holders, (ii) $20,000,000all registration statements and prospectuses filed with any securities exchange or with the Securities and Exchange Commission, then prior to 2:00 p.m. and (Atlantaiii) all press releases and other statements made publicly available containing material developments in the business or financial condition of the Borrower and its Material Subsidiaries;
(e) Within five (5) Business Days (or such longer period as the Administrative Agent may approve in its sole discretion) after the chief financial officer, Georgia time)treasurer or Authorized Signatory of the Borrower obtains knowledge that any Rating Agency shall have announced a change in any Rating, the Borrower shall provide the Administrative Agent with written notice of such change; and
(f) With reasonable promptness, the Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate Agent such other information relating to any Credit Party’s performance of this Agreement or any Credit Party’s or Material Subsidiary’s business or financial condition as of the close of business on the immediately preceding Business Day, which shall may reasonably be in such form as shall be reasonably satisfactory requested from time to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested time by the Administrative Agent, in each case in form and substance reasonably satisfactory to Agent at the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of any member of the Borrowing Base.
(b) Within Lender Group; provided that the Borrower shall not be required to disclose, or allow inspection of, any document or information that (i) thirty (30) days after the end of each fiscal monthconstitutes non-financial trade secrets or non-financial proprietary information, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end in respect of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;
(d) Within forty-five (45) days after the end of each fiscal year, the Borrower Parties shall deliver to the Lender Group an annual budget approved by the board of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast on a month-by-month basis;
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver disclosure to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any Lender is prohibited by law or would violate any contractual confidentiality obligations to a third party if such Subsidiary sends obligations were not entered into in contemplation of this Agreement or (iii) is subject to any holder attorney-client or similar privilege or constitutes attorney work-product. Information required to be delivered pursuant to Sections 6.1, 6.2 and 6.4(d) shall be deemed to have been delivered and certified if such information shall have been timely posted on the Borrower’s website on the internet (currently xxx.xxxxxxxxxxxxxxx.xxx) or shall be available on the website of its Funded Debt (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));
(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and
(g) From time to time and promptly upon each request, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably requestxxxx://xxx.xxx.xxx.
Appears in 3 contracts
Samples: Credit Agreement (Vulcan Materials CO), Credit Agreement (Vulcan Materials CO), Credit Agreement (Vulcan Materials CO)
Additional Reports. (a) Within (i) fifteen (15) days after the end of each fiscal month if Average Availability exceeds twenty percent (20%) of the amount of the Revolving Loan Commitment and (ii) three (3) Business Days after the end of each fiscal week, week if Average Availability is less than the greater of (i) thirty or equal to twenty percent (3020%) of the amount of the Revolving Loan Commitment Commitment, Administrative Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate, as of the last day of the preceding fiscal month or fiscal week, as the case may be, which shall be in the form of Exhibit C, and shall be correct and complete in all material respects, setting forth a categorical breakdown of all Accounts and Inventory of the Borrower Parties, a calculation of Eligible Accounts, Eligible Credit Card Receivables and Eligible Inventory as of such last day of the preceding fiscal period and a calculation of Average Availability for the preceding fiscal month or fiscal week, as the case may be.
(iib) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time)Together with the delivery of the Borrowing Base Certificate as required under Section 7.5(a) or as may otherwise be requested by the Administrative Agent, the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory acceptable to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and other supporting documentation regarding the calculation of the Borrowing Base as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within (i) thirty (30) days after the end of request, in each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate case existing as of the last day of the prior preceding fiscal month, which shall be in month or such form as shall be other date reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested required by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt thereof, the Administrative Borrower Parties shall deliver to the Lender Group Administrative Agent and the Lenders copies of all final reports, if any, submitted to any Borrower Party or any Domestic Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ its independent public accountants in connection with any annual or interim audit of the Borrower Parties and their SubsidiariesParties, or any of them, including, without limitation, any final management report report, as applicable, prepared in connection with the annual audit referred to in Section 7.2;
(d) Within On or before the date forty-five (45) days after following the end commencement of each fiscal year, the Administrative Borrower Parties shall deliver to the Lender Group an Administrative Agent and the Lenders the annual budget for the Borrower Parties and their Subsidiaries approved by the board chief financial officer or treasurer of directors Parent, including forecasts of Parent including, without limitation, a 12 month the income statement, the balance sheet, sheet and a cash flow statement of cash flows and availability forecast for such fiscal year on a month-by-month by month basis;
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded the Senior Notes Debt or Parent’s securities (or its securities any agent or trustee acting for any such holder) or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q 10Q or Form 10-K or current reports filed on Form 8-K));
(f) If there is a material change in GAAP after February 2, 2008, 2008 that affects the presentation of the financial statements referred to in Section Sections 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Administrative Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied;
(g) At any time that a Default exists and on and after any date of request by the Administrative Agent in its reasonable discretion, the Administrative Borrower shall provide to the Administrative Agent notice of the termination of any lease of real property where Inventory is located promptly upon termination of such lease; and
(gh) From time to time and promptly upon each request, request the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of each of the Borrower Parties, or such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
Appears in 3 contracts
Samples: Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc), Credit Agreement (Oxford Industries Inc)
Additional Reports. (a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end copies of each fiscal month, if the Aggregate Revolving Credit Obligations are equal all material correspondence delivered in such month to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as any of the last day Borrower Parties’ board of the prior fiscal monthdirectors or board of managers, which shall be as applicable, in anticipation of a meeting of such form as shall be reasonably satisfactory to the Administrative Agentboard, including any internal financial reports (without limitationexcluding daily financial reports) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentationdistributed thereto.
(cb) Promptly upon (and in any event within five (5) Business Days of) receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, statements and other material correspondence, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the such Borrower Parties’ and their Subsidiaries’ Party’s or Subsidiary’s independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;.
(dc) Within forty-five (45) days after No later than the end last day of each fiscal year, the Borrower Parties shall deliver to the Lender Group an annual budget of Parent and its Subsidiaries approved by the board of directors (or equivalent governing body) of Parent Parent, including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast and projections for the immediately succeeding fiscal year on a month-by-month basis;.
(d) At dates and times to be mutually agreed, (i) Borrower shall participate in a telephonic meeting with the Administrative Agent and the Lender Group on a monthly basis and (ii) Borrower shall participate in an in-person meeting with the Administrative Agent and members of the Lender Group, to be held at the offices of the Borrower, on a semi-annual basis.
(e) To the extent not covered elsewhere in this Article 7, promptly after (and in any event within three (3) Business Days of) the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt permitted under any of Section 8.1(d), (f) (in respect of Guaranties of Funded Debt) or (i) (to the extent reasonably requested by the Administrative Agent) or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports or filed on Form 10-Q pursuant to the SEA or Form 10-K or current reports filed on Form 8-K));the Securities Act.
(f) If there is a material change in GAAP after February 2, 2008, the Agreement Date that affects the presentation of the financial statements referred to in Section 7.1 and or 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers Borrower and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicableCovenants, all of which shall be determined in accordance with GAAP consistently applied; andapplied and consistent with past practices, as provided in Section 1.2.
(g) From time to time at the request of the Administrative Agent, and promptly upon (and in any event within ten (10) Business Days of) each request, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
(h) Promptly upon (and in any event within five (5) Business Days of) any Borrower Party’s or any Subsidiary’s receipt thereof, copies of all notices received from any Governmental Authority or other third party regarding the termination, cancellation, revocation or taking of action with respect to any material Necessary Authorization.
(i) Promptly after the furnishing thereof, copies of any notice or other correspondence furnished to the agent or lenders under the ABL Facility pursuant to the terms of the ABL Loan Documents.
(j) Promptly upon (and in any event within five (5) Business Days after) the delivery of any documents, summaries or other materials (other than, in each case, immaterial items) to the board of directors of Holdings, the Borrower Parties shall deliver to the Administrative Agent a copy of any such materials.
Appears in 3 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement, Credit Agreement (Cogint, Inc.)
Additional Reports. (a) Within three Promptly after preparation thereof, but no later than fifteen (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within (i) thirty (3015) days after the end of each fiscal monthmonth (and if such day is not a Business Day, if on the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia timenext succeeding Business Day thereafter), the Administrative Borrower Borrowers shall deliver to the Administrative AgentAgent and to any Lender requesting the same, (A) a Borrowing Base Certificate as of the last day of the prior fiscal preceding month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination setting forth the Eligible Accounts and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect Accounts as of such last day of such month. Notwithstanding the foregoing, during the period of any Xxxxxxxx Collateral Event, the Borrowers shall not be required to each Concentration Account as reasonably requested by deliver Borrowing Base Certificates pursuant to this Section 6.6(a); provided, however, that once such period has ended, the Borrowers shall deliver to the Administrative AgentAgent and any Lender requesting the same a Borrowing Base Certificate within fifteen (15) days after the end of the then current month, and then, in accordance with the first sentence of this Section 6.6(a).
(b) Within five (5) Business Days after the end of each case month, the Borrowers shall deliver to the Administrative Agent and to any Lender requesting the same, in form and substance reasonably satisfactory acceptable to the Administrative Agent, together with a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed and all other information necessary to calculate Eligible Accounts as of such last day of the preceding month and, within fifteen (15) days of the Administrative Agent's request therefor (but no sooner than fifteen (15) days following the end of any month), copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts so scheduled and such other reports matters and supporting documentation information relating to the status of then existing Accounts as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentationrequest.
(c) Promptly upon receipt thereof, the Borrower Parties Parent and the Borrowers shall deliver to the Lender Group Administrative Agent and the Lenders copies of all final reports, if any, submitted to the Parent or any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ its independent public accountants in connection with any annual or interim audit of any of the Borrower Parties and Parent, the Borrowers or any of their respective Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;6.3 hereof.
(d) Within forty-five sixty (4560) days after the end commencement of each of the Borrowers' fiscal yearyears, the Borrower Parties Borrowers shall deliver to the Lender Group an Administrative Agent and the Lenders the annual budget operating plan for the Borrowers and their Subsidiaries, which plan has been approved by the Borrowers' board of directors of Parent directors, including, without limitation, a 12 month an annual budget for the Borrowers and their Subsidiaries, including forecasts of the income statement, the balance sheet, sheet and an operating profit and cash flow statement of cash flows and availability forecast for the immediately succeeding year on a month-by-month by month basis;.
(e) To initiate the beginning of a Xxxxxxxx Collateral Event, Xxxxxxxx or any Borrower shall deliver to the Administrative Agent a Xxxxxxxx Notice certifying that a Xxxxxxxx Collateral Event has occurred and is continuing, provided, that, in order for the applicable Interest Rate Margin to be in effect on such Business Day, the Administrative Agent must receive such Xxxxxxxx Notice prior to 11:00 a.m. (Eastern time) on such Business Day. During any period a Xxxxxxxx Collateral Event is occurring, Xxxxxxxx or any Borrower shall deliver to the Administrative Agent on the penultimate Business Day of each month during which such Xxxxxxxx Collateral Event is continuing a Xxxxxxxx Notice certifying that such Xxxxxxxx Collateral Event is continuing. Within three (3) Business Days of such Xxxxxxxx Collateral Event terminating, Xxxxxxxx or any Borrower shall deliver to the Administrative Agent a Xxxxxxxx Notice certifying that such Xxxxxxxx Collateral Event has terminated.
(f) To the extent not covered elsewhere in this Article 76, promptly after the sending thereof, the Borrower Parties shall, and Borrowers shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party of the Parent, the Borrowers or any such Subsidiary of their respective Subsidiaries sends to any holder of its Funded Debt Indebtedness (including the Subordinated Debt) or its securities or which any Borrower Party of the Parent, the Borrowers or any such Subsidiary of their respective Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));
(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; andexchange.
(g) From time to time and promptly upon each request, the Borrower Parties shall, and Borrowers shall cause their Subsidiaries to, deliver to the Administrative Agent Agent, on behalf of itself and on behalf of the Lender Group Lenders, such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower PartiesParent, such Subsidiaries, any of the Borrowers or any of them, their respective Subsidiaries as the Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Bull Run Corp)
Additional Reports. (a) Within three (3) Business Days after On or before the end last day of January of each fiscal weekyear, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time)commencing with fiscal year beginning January 2015, the Administrative Borrower Credit Parties shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of Agent the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agentannual income statement budget, together with the forecasted balance sheet, cash flow statement, and Financial Covenants compliance for the fiscal year on a quarterly basis for the Credit Parties and their Subsidiaries all as presented to the board of directors of the Borrower at the relevant meeting of the board of directors;
(b) Promptly (and in any event within five (5) Business Days or such other reports and supporting documentation longer period as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(bapprove in its sole discretion) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;
(d) Within forty-five (45) days after the end of each fiscal year, the Borrower Parties shall deliver to the Lender Group an annual budget approved by the board of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast on a month-by-month basis;
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending or filing thereof, as applicable, the Borrower Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports material reports, and other material information which any Borrower Credit Party or any such Subsidiary sends to any holder of its Funded Debt (Indebtedness or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange Equity Interests (other than periodic such financial statements, material reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K)other material information delivered to the Lenders pursuant to other provisions of this Agreement);
(fc) If there is a material change in GAAP after February 2December 31, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.22013, then, in addition to delivery of such the financial statementsstatements under Section 7.1 and 7.2, and on the date such financial statements are required to be delivered, the Borrower Credit Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers Administrative Agent and each Lender to determine compliance with each of the Financial Covenant, if at such time the Financial Covenant is applicableCovenants, all of which shall be determined in accordance with GAAP consistently applied; and;
(gd) From time to time and promptly (and in any event within five (5) Business Days or such longer period as the Administrative Agent may approve in its sole discretion) upon each requestreasonable request of the Administrative Agent or any Lender, the Borrower Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, financial statements, opinions of counsel, documents, or further information (including final management reports and letters received by the Borrower from its independent public accountants in connection with any annual audit) regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Credit Parties, such Subsidiaries, or any of them. Information required to be delivered pursuant to Sections 7.2 and 7.5(b) shall be deemed to have been delivered if such information shall have been timely posted on the Borrower’s website on the internet (currently wxx.xxxxxxxxxxxxxxx.xxx) or shall be available on the website of the Securities and Exchange Commission at hxxx://xxx.xxx.xxx.
(e) At all times other than during a Collateral Fall Away Period, promptly upon request by the Administrative Agent (and in any event within five (5) Business Days or such longer period as the Administrative Agent may reasonably requestapprove in its sole discretion) the Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent (a) any notices of default or other material notices and material reports sent by the Credit Parties or their Subsidiaries to any VPP Purchaser, including, without limitation, (i) the periodic reporting (and any backup information with respect thereto delivered to such VPP Purchaser) described in the applicable VPP Transaction Documents and (ii) any notice that such VPP Purchaser has elected to remove any Property from any VPP Quarry, and (b) any notices of default or other material notices and material reports sent by any VPP Purchaser to the Credit Parties or their Subsidiaries.
Appears in 1 contract
Additional Reports. (a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior Prior to 2:00 p.m. (Atlanta, Georgia time)) on each Business Day, the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card ReceivablesAccounts and Eligible Inventory, (B) an Inventory status report a summary of key vendor terms (including credit limits and payment terms) or a certification that such key vendor terms have not changed from the key vendor terms previously reported, provided, that Borrower may deliver a Borrowing Base Certificate required under this clause (i) up to one (1) Business Day late and on up to ten (10) non-consecutive occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to “on hand” Inventorythis clause (i), (Cii) on the 1st and 15th day of each calendar month, a Borrowing Base Certificate as of the close of business on the immediately preceding 1st day of such month or the 15th day of the prior calendar month, whichever is most recent, setting forth (A) a categorical breakdown of all Accounts of the Borrower, (B) a calculation of Eligible Accounts and Eligible Inventory as of such date, (C) an aging of all Accounts that are not Eligible Accounts and Credit Card Receivables and (D) account statements with respect to each Concentration Account summary of all Inventory that is not Eligible Inventory as reasonably requested by the Administrative Agentof such date, in each case with the supporting documentation and schedules in form reasonable detail to confirm such calculations and substance reasonably satisfactory (iii) simultaneously with the delivery of the same to the Administrative Subordinated Debt Agent, together with such other reports and supporting documentation which times shall be not less frequent than the times set forth in the Subordinated Debt Agreement as in effect on the Administrative Agent may reasonably request regarding the calculation date hereof, a copy of the relevant Subordinated Debt Borrowing BaseBase Certificate and all supporting information delivered in connection therewith.
(b) Within (i) thirty (30) 15 days after the end of each fiscal month, if or more frequently as reasonably required by the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time)Administrative Agent, the Administrative Borrower shall deliver to the Administrative AgentAgent and the Lenders, (A) a Borrowing Base Certificate as of the last day of the prior preceding fiscal monthmonth or such other date reasonably required by the Administrative Agent, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) setting forth a categorical breakdown of all Accounts of the Borrower, a calculation of Eligible Accounts and Eligible Inventory as of such last day of the preceding fiscal month and Credit Card Receivables a calculation of Average Availability for the preceding fiscal month, provided, that Borrower may deliver the items required under this subsection (b) up to five (5) Business Days late and on up to two (D2) account statements occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (b).
(c) Within 15 days after the end of each Concentration Account fiscal month or more frequently as reasonably requested required by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and to any Lender requesting the same, in form acceptable to the Administrative Agent, lockbox, bank and investment account statements, a report of sales and collections, debit and credit adjustments, a detailed aged trial balance of all Accounts of the Borrower existing as of the last day of the preceding fiscal month or such other date reasonably required by the Administrative Agent, specifying the names, and face value for each case Account Debtor obligated on an Account of the Borrower so listed and all other information necessary to calculate Eligible Accounts as of such last day of the preceding month or such other date reasonably required by the Administrative Agent and, upon the Administrative Agent’s request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts of the Borrower so scheduled and such other matters and information relating to the status of then existing Accounts of the Borrower as the Administrative Agent shall reasonably request, provided, that Borrower may deliver the items required under this subsection (c) up to five (5) Business Days late and on up to two (2) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (c).
(d) On Friday of each week, the Borrower shall deliver to the Administrative Agent a 13-week cashflow, Availability and “Term Loan Availability” (as defined in the Subordinated Debt Agreement as in effect on the date hereof) forecast for the 13-week period commencing on the Monday immediately following such Friday, such forecast to be in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to that Borrower may deliver the Borrowing Base Certificate without such supporting documentationitems required under this subsection (d) up to one (1) Business Day late and on up to five (5) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (d).
(ce) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;.
(df) Within forty-five (45) 15 days after the end of each fiscal month, or more frequently as reasonably required by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Lenders, an Inventory report as of the last day of the preceding fiscal month or such other date reasonably required by the Administrative Agent, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, setting forth a categorical breakdown of all Inventory of the Borrower, including, without limitation, Inventory that secures trade or vendor debt, and Inventory that is free and clear of any Lien (other than the Liens in favor of the Administrative Agent), provided, that Borrower may deliver the items required under this subsection (d) up to one (1) Business Day late and on up to five (5) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (d).
(g) On or before the date thirty (30) days prior to the commencement of each fiscal year, the Borrower Parties shall deliver to the Lender Group an the annual budget for the Borrower Parties and their Subsidiaries approved by the board of directors of Parent includingthe Borrower or a committee thereof, without limitation, a 12 month including forecasts of the income statement, the balance sheet, sheet and a cash flow statement of cash flows and availability forecast for the immediately succeeding year on a month-by-month by month basis and each succeeding year thereafter through the Maturity Date on an annual basis;.
(eh) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (including the Subordinated Debt) or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));exchange.
(fi) If there is a material change in GAAP after February 2December 31, 20082005, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers Borrower and each Lender to determine compliance with each of the Financial Covenant, if at such time the Financial Covenant is applicableCovenants, all of which shall be determined in accordance with GAAP consistently applied.
(j) Promptly upon the filing thereof, copies of all 10-K, 10-Q, and all other material financial reports filed by the Borrower Parties with the SEC.
(k) To the extent not otherwise delivered to the Administrative Agent hereunder, the Borrower Parties will provide, or will cause to be provided to, the Administrative Agent and the Lenders all reports and information as may be delivered pursuant to the terms of the Subordinated Debt Documents (including, without limitation, information and reports relating to collateral audits and appraisals of the Borrower Parties), simultaneously with the delivery of the same to the Subordinated Debt Agent or the Subordinated Debt Lenders;
(l) To the extent not otherwise delivered to the Administrative Agent hereunder, the Borrower Parties shall deliver to the Administrative Agent and the Lenders (i) a copy of each notice or other written communication outside of the ordinary course of business delivered by it or on its behalf in connection with the Subordinated Debt Documents, such delivery to be made at the same time and by the same means as such notice or other communication is delivered to the Subordinated Debt Agent or the Subordinated Debt Lenders, and (ii) a copy of each notice or other written communication outside of the ordinary course of business received by the Borrower Parties in connection with the Subordinated Debt Documents, such delivery to be made promptly after such notice or other communication is received by the Borrower Parties; and
(gm) From time to time and promptly upon (and in any event within ten (10) Business Days of) each requestwritten request from the Administrative Agent, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Gtsi Corp)
Additional Reports. Borrower shall deliver to Administrative Agent:
(a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) days following the request of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as description of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward type and amount of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by capital expenditures at the Administrative Agent, in each case in form and substance reasonably satisfactory to Projects during the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.prior calendar year; [Summit Healthcare] 63
(b) Within thirty (i30) days following the request by Administrative Agent, evidence satisfactory to Administrative Agent that all federal and state taxes, including, without limitation, payroll taxes, that are due have been paid in full by each Borrower, and each other Borrower Party, to be delivered to Administrative Agent (A) with respect to federal and state taxes (other than payroll taxes), within ten (10) days after the required filing date of the applicable tax return and (B) with respect to payroll taxes, within thirty-five (35) days following the end of each calendar month;
(c) Upon the request of Administrative Agent, a copy of Borrowers’ or Guarantor’s income tax filings for the prior calendar year within thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt filing thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;
(d) Within forty-five (45) days after the end of each fiscal yearAdministrative Agent’s request therefor, the Borrower Parties shall deliver to the Lender Group an annual budget approved by the board of directors of Parent including, without limitationif requested by Administrative Agent, a 12 month income statement, balance sheet, statement of (A) cash flows and availability forecast flow statements for the Borrowers or Operators (which may be prepared on a month-by-month consolidated basis;) and (B) an accounts receivable and accounts payable aging report for each of the Projects.
(e) To the extent not covered elsewhere As soon as reasonably available but in this Article 7no event later than thirty (30) days after such items become available to Borrower in final form, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, any final engineering or environmental reports and other information which any prepared for Borrower Party or any such Subsidiary sends with respect to any holder of its Funded Debt (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K))Project;
(f) If there is Immediately upon receipt thereof, a material change in GAAP after February 2, 2008, that affects the presentation copy of the financial statements referred any notice received by Borrower from any Governmental Authority with respect to in Section 7.1 and 7.2, then, in addition an environmental condition existing or alleged to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if exist or emanate from or at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; andany Project;
(g) From time to time and promptly upon each requesttime, the if any Lender determines that obtaining appraisals is necessary in order for such Lender to comply with applicable Requirements of Law (including any appraisals required to comply with FIRREA), Borrower Parties shall, and shall cause their Subsidiaries to, deliver furnish to the Administrative Agent on behalf appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market value of each Project; provided, however, that such report shall not be required during the term of the Loan unless (A) a Potential Default or Event of Default exists, (B) any Lender Group is required to obtain such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding report under applicable Law more frequently than once during the business, assets, liabilities, financial position, projections, results of operations, or business prospects term of the Borrower Parties, such Subsidiaries, Loan or (C) Administrative Agent or any Lender elects to obtain such report at its cost and expense;
(h) Immediately upon receipt or delivery thereof, notice of them, as any alleged default under the Administrative Agent may reasonably requestGround Lease.
Appears in 1 contract
Additional Reports. (a) Within three On or before the twenty-fifth (325th) Business Days after the end day of each fiscal weekmonth, or, if Availability such day is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time)not a Business Day, the Administrative Borrower next succeeding Business Day, the Parent shall deliver to the Administrative AgentAgent and the Lenders a cash flow projection report for the three month period immediately following the month just ended, (A) a Borrowing Base Certificate as showing projections of cash flow of the close of business on Parent and the immediately preceding Business DayParent's Subsidiaries for such three month period, which shall be in such form as shall be reasonably satisfactory acceptable to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within On or before the twenty-fifth (i25th) thirty (30) days after the end day of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal monthor, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time)such day is not a Business Day, the Administrative Borrower next succeeding Business Day, Host shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of Agent and the last day of Lenders the prior fiscal sales pacing report for the current month, which shall be in such form as shall be reasonably satisfactory acceptable to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt thereof, the Borrower Parties Parent and the Borrowers shall deliver to the Lender Group Administrative Agent and the Lenders copies of all final reports, if any, submitted to the Parent or any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ its independent public accountants in connection with any annual or interim audit of any of the Borrower Parties and Parent, the Borrowers or any of their respective Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;6.3 hereof.
(d) Within forty-five sixty (4560) days after the end commencement of each of the Borrowers' fiscal yearyears, the Borrower Parties Borrowers shall deliver to the Lender Group an Administrative Agent and the Lenders the annual budget operating plan for the Borrowers and their Subsidiaries, which plan has been approved by the Borrowers' board of directors of Parent directors, including, without limitation, a 12 month an annual budget for the Borrowers and their Subsidiaries, including forecasts of the income statement, the balance sheet, sheet and an operating profit and cash flow statement of cash flows and availability forecast for the immediately succeeding year on a month-by-month by month basis;.
(e) To the extent not covered elsewhere in this Article 76, promptly after the sending thereof, the Borrower Parties shall, and Borrowers shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party of the Parent, the Borrowers or any such Subsidiary of their respective Subsidiaries sends to any holder of its Funded Debt Indebtedness (including the Subordinated Debt) or its securities or which any Borrower Party of the Parent, the Borrowers or any such Subsidiary of their respective Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));exchange.
(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and
(g) From time to time and promptly upon each request, the Borrower Parties shall, and Borrowers shall cause their Subsidiaries to, deliver to the Administrative Agent Agent, on behalf of itself and on behalf of the Lender Group Lenders, such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower PartiesParent, such Subsidiaries, any of the Borrowers or any of them, their respective Subsidiaries as the Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Bull Run Corp)
Additional Reports. (a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal monthquarter, month or week, as the case may be, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (Bii) an Inventory status reportreport consistent with past practice, modified by the Administrative Agent based on any field audit or examination, (Ciii) a categorical breakdown of all Inventory and Credit Card Receivables status report or statement as of such date, setting forth the balance of the Credit Card Receivables aged not more than five days from date of sale and (Div) account statements with respect to each Concentration Account an aging of Qualified Receivables as reasonably requested by the Administrative Agentof such date, in each case with the supporting documentation and schedules in form reasonable detail to confirm such calculations. The foregoing certificates and substance reasonably satisfactory reports shall be delivered by the Administrative Borrower to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
quarterly within thirty (c) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;
(d) Within forty-five (4530) days after the end of each fiscal yearquarter, the Borrower Parties shall deliver provided that if Availability is less than or equal to the Lender Group an annual budget approved greater of (x) fifty percent (50.0%) of the Aggregate Revolving Loan Commitments and (y) $30,000,000 (the “Quarterly Reporting Threshold”), then the foregoing certificates and reports shall be delivered by the board of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows and availability forecast on a month-by-month basis;
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Administrative Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and monthly within fifteen (15) days after the Lenders copies end of all financial statementseach fiscal month, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));
(f) If there is a material change in GAAP after February 2, 2008provided further, that affects if Availability is less than or equal to the presentation greater of (x) fifteen percent (15.0%) of the financial statements referred to in Section 7.1 Aggregate Revolving Loan Commitments and 7.2(y) $9,000,000 (the “Monthly Reporting Threshold”), then, in addition to delivery of such financial statements, then the foregoing certificates and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which reports shall be determined in accordance with GAAP consistently applied; and
(g) From time to time and promptly upon each request, delivered by the Administrative Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf weekly within three (3) Business Days after the end of each fiscal week; in each case, (A) until such time as Availability has exceeded the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding Monthly Reporting Threshold for sixty (60) consecutive days (at which time the business, assets, liabilities, financial position, projections, results of operations, or business prospects of foregoing certificates and reports shall thereafter be delivered by the Administrative Borrower Parties, such Subsidiaries, or any of them, as to the Administrative Agent may reasonably requestmonthly within fifteen (15) days after the end of each fiscal month), or (B) until such time as Availability has exceeded the Quarterly Reporting Threshold for sixty (60) consecutive days (at which time the foregoing certificates and reports shall thereafter be delivered by the Administrative Borrower to the Administrative Agent quarterly within thirty (30) days after the end of each fiscal quarter).
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Additional Reports. (a) Within three (3) Business Days after the end of each fiscal week, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior Prior to 2:00 p.m. (AtlantaBoston, Georgia Massachusetts time)) on each Business Day, the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a daily roll-forward from the prior Business Day of all origination and collection activity for Eligible Credit Card ReceivablesAccounts and Eligible Inventory, (B) an Inventory status report a summary of key vendor terms (including credit limits and payment terms) or a certification that such key vendor terms have not changed from the key vendor terms previously reported, provided, that Borrower may deliver a Borrowing Base Certificate required under this clause (i) up to one (1) Business Day late and on up to ten (10) non-consecutive occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to “on hand” Inventorythis clause (i), (Cii) on the 1st and 15th day of each calendar month, a Borrowing Base Certificate as of the close of business on the immediately preceding 1st day of such month or the 15th day of the prior calendar month, whichever is most recent, setting forth (A) a categorical breakdown of all Accounts of the Borrower, (B) a calculation of Eligible Accounts and Eligible Inventory as of such date, (C) an aging of all Accounts that are not Eligible Accounts and Credit Card Receivables and (D) account statements with respect to each Concentration Account summary of all Inventory that is not Eligible Inventory as reasonably requested by the Administrative Agentof such date, in each case with the supporting documentation and schedules in form reasonable detail to confirm such calculations and substance reasonably satisfactory (iii) simultaneously with the delivery of the same to the Administrative AgentSenior Credit Facility Agent or the Senior Credit Facility Lenders, together with such other reports and supporting documentation which times shall be not less frequent than the times set forth in the Senior Credit Facility Agreement as in effect on the Administrative Agent may reasonably request regarding the calculation date hereof, a copy of the relevant Senior Credit Facility Borrowing BaseBase Certificate and all supporting information delivered in connection therewith.
(b) Within (i) thirty (30) 15 days after the end of each fiscal month, if or more frequently as reasonably required by the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time)Administrative Agent, the Administrative Borrower shall deliver to the Administrative AgentAgent and the Lenders, (A) a Borrowing Base Certificate as of the last day of the prior preceding fiscal monthmonth or such other date reasonably required by the Administrative Agent, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) setting forth a categorical breakdown of all Accounts of the Borrower, a calculation of Eligible Accounts and Eligible Inventory as of such last day of the preceding fiscal month and a calculation of “Average Availability” (as defined in the Senior Credit Card Receivables Facility Agreement as in effect on the date hereof) for the preceding fiscal month, provided, that Borrower may deliver the items required under this subsection (b) up to five (5) Business Days late and on up to two (D2) account statements occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (b).
(c) Within 15 days after the end of each Concentration Account fiscal month or more frequently as reasonably requested required by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and to any Lender requesting the same, in form acceptable to the Administrative Agent, lockbox, bank and investment account statements, a report of sales and collections, debit and credit adjustments, a detailed aged trial balance of all Accounts of the Borrower existing as of the last day of the preceding fiscal month or such other date reasonably required by the Administrative Agent, specifying the names, and face value for each case Account Debtor obligated on an Account of the Borrower so listed and all other information necessary to calculate Eligible Accounts as of such last day of the preceding month or such other date reasonably required by the Administrative Agent and, upon the Administrative Agent’s request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts of the Borrower so scheduled and such other matters and information relating to the status of then existing Accounts of the Borrower as the Administrative Agent shall reasonably request, provided, that Borrower may deliver the items required under this subsection (c) up to five (5) Business Days late and on up to two (2) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (c).
(d) On Friday of each week, the Borrower shall deliver to the Administrative Agent a 13-week cashflow, Term Loan Availability and Senior Credit Facility Availability forecast for the 13-week period commencing on the Monday immediately following such Friday, such forecast to be in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to that Borrower may deliver the Borrowing Base Certificate without such supporting documentationitems required under this subsection (d) up to one (1) Business Day late and on up to five (5) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (d).
(ce) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Parties and their Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.2;.
(df) Within forty-five (45) 15 days after the end of each fiscal month, or more frequently as reasonably required by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Lenders, an Inventory report as of the last day of the preceding fiscal month or such other date reasonably required by the Administrative Agent, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, setting forth a categorical breakdown of all Inventory of the Borrower, including, without limitation, Inventory that secures trade or vendor debt, and Inventory that is free and clear of any Lien (other than the Liens in favor of the Administrative Agent and the Senior Credit Facility Agent), provided, that Borrower may deliver the items required under this subsection (f) up to one (1) Business Day late and on up to five (5) occurrences in any twelve (12) month period before causing a default under Section 9.1(c) with respect to this subsection (f).
(g) On or before the date thirty (30) days prior to the commencement of each fiscal year, the Borrower Parties shall deliver to the Lender Group an the annual budget for the Borrower Parties and their Subsidiaries approved by the board of directors of Parent includingthe Borrower or a committee thereof, without limitation, a 12 month including forecasts of the income statement, the balance sheet, sheet and a cash flow statement of cash flows and availability forecast for the immediately succeeding year on a month-by-month by month basis and each succeeding year thereafter through the Maturity Date on an annual basis;.
(eh) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (including the Senior Credit Facility Obligations) or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));exchange.
(fi) If there is a material change in GAAP after February 2December 31, 20082005, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers Borrower and each Lender to determine compliance with each of the Financial Covenant, if at such time the Financial Covenant is applicableCovenants, all of which shall be determined in accordance with GAAP consistently applied; and.
(gj) Promptly upon the filing thereof, copies of all 10-K, 10-Q, and all other material financial reports filed by the Borrower parties with the SEC.
(k) To the extent not otherwise delivered to the Administrative Agent hereunder, the Borrower Parties will provide, or will cause to be provided to, the Administrative Agent and the Lenders all reports and information as may be delivered pursuant to the terms of the Senior Credit Facility Documents (including, without limitation, information and reports relating to collateral audits and appraisals of the Borrower Parties), simultaneously with the delivery of the same to the Senior Credit Facility Agent or the Senior Credit Facility Lenders.
(l) To the extent not otherwise delivered to the Administrative Agent hereunder, the Borrower Parties shall deliver to the Administrative Agent and the Lenders (i) a copy of each notice or other written communication outside of the ordinary course of business delivered by it or on its behalf in connection with the Senior Credit Facility, such delivery to be made at the same time and by the same means as such notice or other communication is delivered to the Senior Credit Facility Agent or the Senior Credit Facility Lenders, and (ii) a copy of each notice or other written communication outside of the ordinary course of business received by the Borrowers in connection with the Senior Credit Facility, such delivery to be made promptly after such notice or other communication is received by the Borrower Parties.
(m) From time to time and promptly upon (and in any event within ten (10) Business Days of) each requestwritten request from the Administrative Agent, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
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Samples: Credit Agreement (Gtsi Corp)
Additional Reports. (a) Within three (3) Business Days after the end of each fiscal weekMonthly, if Availability is less than the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base.
(b) Within (i) within thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative AgentAgent and to any Lender requesting the same, (Ai) a Borrowing Base Certificate as of the last day of such preceding month (in the prior fiscal monthform delivered as of the Agreement Date), which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including and (without limitationii) a roll-forward report of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by defaults under the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative AgentBorrower’s real estate leases, together with such other reports and supporting documentation a listing of all rent payments more than fifteen (15) days past due, as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal last day of such month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(cb) Promptly upon receipt thereof, the Borrower Parties shall deliver to the Lender Group Agent and the Lenders copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ by its independent public accountants in connection with any annual or interim audit of the Borrower Parties and their or any of the Borrower’s Subsidiaries, including, without limitation, any final management report prepared in connection with the annual audit referred to in Section 7.26.3 hereof;
(dc) Within forty-five thirty (4530) days after the end of each the Borrower’s fiscal year, the Borrower Parties shall deliver to the Lender Group an Agent and the Lenders the annual budget approved by for the board Borrower and its Subsidiaries, including forecasts of directors of Parent including, without limitation, a 12 month the income statement, the balance sheet, sheet and a cash flow statement of cash flows and availability forecast for the immediately succeeding year on a month-by-month by month basis;
(ed) To the extent not covered elsewhere in this Article 76, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any the Borrower Party or any such Subsidiary of the Borrower’s Subsidiaries sends to any holder all holders of its Funded Debt securities (or its securities in such capacity) or which any the Borrower Party or any such Subsidiary of the Borrower’s Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K))exchange;
(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and
(ge) From time to time and promptly upon each request, request the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group Lenders such non-confidential data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, the Borrower’s Subsidiaries as the Administrative Agent may reasonably request.
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Additional Reports. (a) Within three (3) Business Days after On or before the end last day of January of each fiscal week, if Availability is less than year (or such later date as the greater of (i) thirty percent (30%) of the Revolving Loan Commitment or (ii) $20,000,000, then prior to 2:00 p.m. (Atlanta, Georgia timeAdministrative Agent may approve in its sole discretion), commencing with fiscal year 2021, the Administrative Borrower shall deliver to the Administrative AgentAgent its consolidated current year forecasted income statement, balance sheet, cash flow statement, and Financial Covenant calculations on a quarterly basis;
(Ab) a Borrowing Base Certificate as of the close of business on the immediately preceding Within five (5) Business Day, which shall be in Days (or such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation longer period as the Administrative Agent may approve in its sole discretion) of any Responsible Officer obtaining knowledge of any event that could reasonably request regarding be expected to result in a Materially Adverse Effect, the calculation Borrower shall notify the Administrative Agent of the Borrowing Base.
(b) Within (i) thirty (30) days after the end of each fiscal monthoccurrence thereof, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in provide such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements additional information with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation matters as the Administrative Agent Lender Group, or any of them, may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.request;
(c) Promptly upon receipt thereofImmediately following any Default or Event of Default under any Loan Document, the Borrower Parties shall deliver to notify the Lender Group copies of all final reports, if any, submitted to any Borrower Party or any Subsidiary of a Borrower Party by the Borrower Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit Administrative Agent of the Borrower Parties occurrence thereof giving in each case the details thereof and their Subsidiaries, including, without limitation, any final management report prepared in connection specifying the action proposed to be taken with the annual audit referred to in Section 7.2respect thereto;
(d) Within forty-five (455) days after Business Days (or such longer period as the end Administrative Agent may approve in its sole discretion), of each fiscal yearthe filing thereof or otherwise becoming publicly available, copies of (i) all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made publicly available by the Borrower Parties shall deliver to its public security holders, (ii) all registration statements and prospectuses filed with any securities exchange or with the Lender Group an annual budget approved by Securities and Exchange Commission, and (iii) all press releases and other statements made publicly available containing material developments in the board business or financial condition of directors of Parent including, without limitation, a 12 month income statement, balance sheet, statement of cash flows the Borrower and availability forecast on a month-by-month basisthe other Credit Parties;
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt Within five (5) Business Days (or its securities or which any Borrower Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));
(f) If there is a material change in GAAP after February 2, 2008, that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; and
(g) From time to time and promptly upon each request, the Borrower Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Parties, such Subsidiaries, or any of them, longer period as the Administrative Agent may reasonably request.approve in its sole discretion) after the chief financial officer or treasurer of the Borrower obtains knowledge that any Rating Agency shall have announced a change in any Rating, the Borrower shall provide the Administrative Agent with written notice of such change; and
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Additional Reports. (a) Within Administrative Borrower shall deliver to the Administrative Agent (i) a Borrowing Base Certificate as of the last day of the prior fiscal month or week, as the case may be, which shall be in such form as shall be satisfactory to the Administrative Agent, (ii) an Inventory status report, (iii) a Credit Card Receivables status report or statement as of such date, setting forth the balance of the Credit Card Receivables aged not more than five days from date of sale and (iv) an aging of Qualified Receivables as of such date, in each case with the supporting documentation and schedules in reasonable detail to confirm such calculations. The foregoing certificates and reports shall be delivered by the Administrative Borrower to the Administrative Agent monthly within fifteen (15) days after the end of each fiscal month, provided that if Availability is less than or equal to the greater of (i) fifteen percent (15%) of the Aggregate Revolving Loan Commitments and (ii) $7,500,000, then the foregoing certificates and reports shall be delivered by the Administrative Borrower to the Administrative Agent weekly within three (3) Business Days after the end of each fiscal week, if until such time as Availability is less than has exceeded the greater of (i) thirty twenty percent (3020%) of the Aggregate Revolving Loan Commitment or Commitments and (ii) $20,000,000, then prior to 2:00 p.m. 9,000,000 for sixty (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A60) a Borrowing Base Certificate as of the close of business on the immediately preceding Business Day, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report with respect to “on hand” Inventory, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Baseconsecutive days.
(b) Within (i) thirty (30) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are less than $5,500,000 and (ii) twenty (20) days after the end of each fiscal month, if the Aggregate Revolving Credit Obligations are equal to or greater than $5,500,000, then prior to 2:00 p.m. (Atlanta, Georgia time), the Administrative Borrower shall deliver to the Administrative Agent, (A) a Borrowing Base Certificate as of the last day of the prior fiscal month, which shall be in such form as shall be reasonably satisfactory to the Administrative Agent, including (without limitation) a roll-forward of all origination and collection activity for Eligible Credit Card Receivables, (B) an Inventory status report, (C) a categorical breakdown of all Inventory and Credit Card Receivables and (D) account statements with respect to each Concentration Account as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, together with such other reports and supporting documentation as the Administrative Agent may reasonably request regarding the calculation of the Borrowing Base; provided, however, so long as there are no outstanding Advances during the applicable fiscal month, Borrowers shall only be required to deliver the Borrowing Base Certificate without such supporting documentation.
(c) Promptly upon receipt thereof, the Borrower Credit Parties shall deliver to the Lender Group copies of all final reports, if any, required communications with its Audit Committee submitted to any Borrower Credit Party or any Subsidiary of a Borrower Credit Party by the Borrower Credit Parties’ and their Subsidiaries’ independent public accountants in connection with any annual or interim audit of the Borrower Credit Parties and their Subsidiaries.
(c) Within fifteen (15) days after the end of each fiscal month, or more frequently as reasonably required by the Administrative Agent, the Administrative Borrower shall deliver to the Administrative Agent and the Lenders, an Inventory report as of the last day of the preceding fiscal month or such other date reasonably required by the Administrative Agent, which shall be in such form as shall be satisfactory to the Administrative Agent, setting forth a categorical breakdown of all Inventory of the Borrowers, including, without limitation, Inventory that secures other trade or vendor debt, and Inventory that is free and clear of any final management report prepared in connection with the annual audit referred to in Section 7.2;Lien (other than Permitted Liens).
(d) Within forty-five fifty (4550) days after the end of each fiscal year, the Borrower Credit Parties shall deliver to the Lender Group an annual budget approved by projections and assumptions in the form that will be delivered to the board of directors of Parent including, without limitation, the Administrative Borrower which shall include a 12 month income statement, balance sheet, statement of cash flows sheet and availability Availability forecast on a monthquarter-by-month quarter basis;.
(e) To the extent not covered elsewhere in this Article 7, promptly after the sending thereof, the Borrower Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent and the Lenders copies of all financial statements, reports and other information which any Borrower Party or any such Subsidiary sends to any holder of its Funded Debt (or its securities or which any Borrower Credit Party or any such Subsidiary files with the Securities and Exchange Commission or any national securities exchange (exchange; provided that to the extent that the Lenders may register on the Administrative Borrower’s website(s) to receive email alerts when the foregoing are available, the Borrowers have satisfied the obligation to deliver such reports, proxy statements and other than periodic reports filed on Form 10-Q or Form 10-K or current reports filed on Form 8-K));materials.
(f) If there is a material change in GAAP after February 2December 31, 2008, 2010 that affects the presentation of the financial statements referred to in Section 7.1 and 7.2, then, in addition to delivery of such financial statements, and on the date such financial statements are required to be delivered, the Borrower Credit Parties shall furnish the adjustments and reconciliations necessary to enable the Borrowers and each Lender to determine compliance with the Financial Covenant, if at such time the Financial Covenant is applicable, all of which shall be determined in accordance with GAAP consistently applied; andprovided that the foregoing shall not be required if the parties have agreed to modify the Financial Covenant in light of such material change in GAAP.
(g) From time to time and promptly upon each requestrequest the Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Borrower Administrative Agent on behalf of the Lender Group documentary and other evidence of the identity of the Credit Parties or such other document or information as may be requested by Lenders or the Administrative Agent at any time to enable Lenders or the Administrative Agent to verify the identity of the Credit Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act at 31 U.S.C. Section 5318.
(h) From time to time and promptly upon each request the Credit Parties shall, and shall cause their Subsidiaries to, deliver to the Administrative Agent on behalf of the Lender Group such data, certificates, reports, statements, opinions of counsel, documents, or further information regarding the business, assets, liabilities, financial position, projections, results of operations, or business prospects of the Borrower Credit Parties, such Subsidiaries, or any of them, as the Administrative Agent may reasonably request.
Appears in 1 contract
