Common use of Borrowing Base Certificate; Schedules Clause in Contracts

Borrowing Base Certificate; Schedules. Deliver to Agent: (a) on or before the twentieth (20th) day of each month as and for the prior month: (i) accounts receivable ageings inclusive of reconciliations to the general ledger, (ii) an account rollforward with supporting detail, (iii) accounts payable schedules inclusive of reconciliations to the general ledger in electronic format, (iv) detailed Inventory perpetual in electronic format, (v) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month (or week, as applicable) and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement) and (vi) a cash collection report; provided that, (x) Borrowers may elect to deliver a Borrowing Base Certificate weekly, in which case a Borrowing Base Certificate shall thereafter be delivered weekly for a period of no less than eight (8) consecutive weeks and (y) Borrowers shall deliver a Borrowing Base Certificate to Agent upon any non-ordinary course disposition or acquisition of Receivables or Inventory; (b) at such intervals as Agent may require in its Permitted Discretion: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications; and (c) within a reasonable time of Agent’s request therefor (i) all new Material Contracts, (ii) notice of termination of any Material Contract, (iii) copies of any customer agreements, sand processing or transport agreements or fuel transport agreements and (iv) to the extent not otherwise covered by information delivered by Borrowers to Agent, a report of all modified, developed or newly acquired material intellectual property. Agent shall have the right to confirm and verify all Receivables (provided, that, so long as no Event of Default has occurred and is continuing, Agent shall only conduct verifications of Receivables over the phone with participation from Borrowers or with Borrowers being present). The items to be provided under this Section 9.2 are to be in form reasonably satisfactory to Agent and executed by Borrowers and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and Borrowers’ failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

Borrowing Base Certificate; Schedules. Deliver to Agent: (a) (x) On the day that is 180 days after the Closing Date (or such later date as is acceptable to the Agent in its sole discretion) and (y) thereafter, on or before the twentieth (20th) day of each month calendar month, in each case, as and for the prior month: (i) accounts receivable ageings inclusive of reconciliations to the general ledger, (ii) an account rollforward with supporting detail, (iii) accounts payable schedules inclusive of reconciliations to the general ledger in electronic format, (iv) detailed Inventory perpetual in electronic format, (v) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of (1) the day that is 180 days after the Closing Date or (2) the last day of the prior month (or week, as applicable) ), as applicable, and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement) (such Borrowing Base Certificate delivered pursuant to (x) above, the “Initial Borrowing Base Certificate”) and (vi) a cash collection report; provided that, (x) Borrowers may elect to deliver a Borrowing Base Certificate weekly, in which case a Borrowing Base Certificate shall thereafter be delivered weekly for a period of no less than eight (8) consecutive weeks and (y) Borrowers shall deliver a Borrowing Base Certificate to Agent upon any non-ordinary course disposition or acquisition of Receivables or Inventory; (b) at such intervals as Agent may require in its Permitted Discretion: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications; and (c) within a reasonable time of promptly upon Agent’s request therefor (i) all new Material Contracts, (ii) notice of termination of any Material Contract, (iii) copies of any customer agreements, sand processing or transport agreements or fuel transport agreements and (iv) to the extent not otherwise covered by information delivered by Borrowers to Agent, a report of all modified, developed or newly acquired material intellectual propertyIntellectual Property. Agent shall have the right to confirm and verify all Receivables (provided, that, so long as no Event of Default has occurred and is continuing, Agent shall only conduct verifications of Receivables over the phone with participation from Borrowers or with Borrowers being present). The items to be provided under this Section 9.2 are to be in form reasonably satisfactory to Agent and executed by Borrowers and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and Borrowers’ failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

Borrowing Base Certificate; Schedules. Deliver to Agent: (a) copies of any borrowing base certificates (together with any supporting information, statements or reports) delivered under the Revolving Credit Agreement and not otherwise required to be furnished to the Agent or the Noteholders pursuant to this Agreement; (b) after the Discharge of Senior Lien Obligations: (i) on or before the twentieth (20th) day of each month as and for the prior month: (iA) accounts receivable ageings inclusive of reconciliations to the general ledger, (iiB) an account rollforward with supporting detail, (iiiC) accounts payable schedules inclusive of reconciliations to the general ledger in electronic format, (ivD) detailed Inventory perpetual in electronic format, (v) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month (or week, as applicable) and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement) and (viE) a cash collection report; provided that, (x) Borrowers may elect to deliver a Borrowing Base Certificate weekly, in which case a Borrowing Base Certificate shall thereafter be delivered weekly for a period of no less than eight (8) consecutive weeks and (y) Borrowers shall deliver a Borrowing Base Certificate to Agent upon any non-ordinary course disposition or acquisition of Receivables or Inventory;and (bii) at such intervals as Agent may require in its Permitted Discretion: (iA) confirmatory assignment schedules, (iiB) copies of Customer’s invoices, (iiiC) evidence of shipment or delivery, and (ivD) such further schedules, documents and/or information regarding the Collateral as Agent may require including trial balances and test verifications; and; (c) within a reasonable time of after Agent’s request therefor (i) all new Material Contracts, (ii) notice of termination of any Material Contract, (iii) copies of any customer agreements, sand processing or transport agreements or fuel transport agreements and (iv) to the extent not otherwise covered by information delivered by Borrowers Issuers to Agent, a report of all modified, developed or newly acquired material intellectual property. Agent shall have the right to confirm and verify all Receivables (provided, that, so long as no Event of Default has occurred and is continuing, Agent shall only conduct verifications of Receivables over the phone with participation from Borrowers or with Borrowers being present). The items to be provided under this Section 9.2 are to be in form reasonably satisfactory to Agent and executed by Borrowers Issuers and delivered to Agent from time to time solely for Agent’s convenience in maintaining records of the Collateral, and BorrowersIssuers’ failure to deliver any of such items to Agent and Noteholders shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.

Borrowing Base Certificate; Schedules. Deliver to AgentAgent and Lenders: (a) copies of any borrowing base certificates, together with any supporting information, statements or reports delivered under the Revolving Credit Agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreement; (b) after the Discharge of Senior Lien Obligations: (i) on or before the twentieth (20th) day of each month as and for the prior month: (iA) accounts receivable ageings inclusive of reconciliations to the general ledger, (iiB) an account rollforward with supporting detail, (iiiC) accounts payable schedules inclusive of reconciliations to the general ledger in electronic format, (ivD) detailed Inventory perpetual in electronic format, (v) a Borrowing Base Certificate in form and substance satisfactory to Agent (which shall be calculated as of the last day of the prior month (or week, as applicable) and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement) and (viE) a cash collection report; provided that, (x) Borrowers may elect to deliver a Borrowing Base Certificate weekly, in which case a Borrowing Base Certificate shall thereafter be delivered weekly for a period of no less than eight (8) consecutive weeks and (y) Borrowers shall deliver a Borrowing Base Certificate to Agent upon any non-ordinary course disposition or acquisition of Receivables or Inventory;and (bii) at such intervals as Agent Required Lenders may require in its their Permitted Discretion: (iA) confirmatory assignment schedules, (iiB) copies of Customer’s invoices, (iiiC) evidence of shipment or delivery, and (ivD) such further schedules, documents and/or information regarding the Collateral as Agent Required Lenders may require including trial balances and test verifications; and; (c) within a reasonable time of Agent’s after Required Lenders’ request therefor (i) all new Material Contracts, (ii) notice of termination of any Material Contract, (iii) copies of any customer agreements, sand processing or transport agreements or fuel transport agreements and (iv) to the extent not otherwise covered by information delivered by Borrowers to AgentAgent and Lenders, a report of all modified, developed or newly acquired material intellectual property. After the Discharge of Senior Lien Obligations, Agent shall have the right to confirm and verify all Receivables (provided, that, so long as no Event of Default has occurred and is continuing, Agent shall only conduct verifications of Receivables over the phone with participation from Borrowers or with Borrowers being present)Receivables. The items to be provided under this Section 9.2 are to be in form reasonably satisfactory to Agent Required Lenders and executed by Borrowers and delivered to Agent and Lenders from time to time solely for Agent’s convenience in maintaining records of the Collateral, and Borrowers’ failure to deliver any of such items to Agent and Lenders shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the Collateral.