Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Financial Officer of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Borrowing Base Certificates. The Borrower shall deliver to On or before the 15th day of the first month following the end of each fiscal quarter of Borrowers (xor, (i) at any time Availability falls below the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders)Monthly Reporting Trigger Amount, monthly Borrowing Base Certificates on or prior to (no later than the 15th day of each fiscal month of Borrowers) until Availability exceeds the Monthly Reporting Trigger Amount for 60 consecutive days, or (ii) at any time Availability falls below the Weekly Reporting Trigger Amount, weekly (no later than the third Business Day of each month prepared week) until Availability exceeds the Weekly Reporting Trigger Amount for 60 consecutive days), Borrower Representative shall deliver to Agent a Borrowing Base Certificate as of the close of business on the last day of the previous immediately preceding fiscal quarter (or month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksas applicable). All calculations of Availability in any Each Borrowing Base Certificate shall be made by the Borrower and certified by contain a Financial Officer schedule providing details for any FIFO reserve or LCM (lower of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement cost or does not accurately reflect the Availability Reservemarket) adjustments. By the 20th day Within 45 days after the end of each fiscal quarterquarter of Century, Borrowers shall provide a reconciliation of the Borrower shall deliver updates, if any, to Schedule 2(b) to FIFO reserves and LCM adjustments reflected in the Perfection Borrowing Base Certificate most recently delivered to reflect all locations as of Inventory at the end of such fiscal quarter to the FIFO reserves and LCM adjustments reflected on Century's consolidated balance sheet as of the last day of such fiscal quarter, together with such other information as Agent shall reasonably request to substantiate the FIFO reserves and LCM adjustments reflected in the Borrowing Bases delivered during such fiscal quarter. Concurrently If Borrowers deem it advisable, Borrowers may execute and deliver to Agent Borrowing Base Certificates more frequently than as required pursuant to this subsection 8.1.4 (including, without limitation, for purposes of evidencing compliance with the delivery of each Section 8.2.18 at any time when Borrowers are delivering monthly Borrowing Base Certificates, an updated Borrowing Base Certificate pursuant to this Section 5.12(a)reflecting the Qualified Cash Amount, the Borrower amount of outstanding Revolving Credit Loans and the LC Exposure as of such date). Borrowers shall also deliver to Agent the Administrative Agent and reports set forth on Schedule 8.1.4 at the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agenttimes specified therein.
Appears in 2 contracts
Samples: Loan and Security Agreement (Century Aluminum Co), Loan and Security Agreement (Century Aluminum Co)
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Each Borrower shall deliver to the Administrative Agent Agents, on each Business Day, a Borrowing Base Certificate setting forth, among other things, the Term Loan Borrowing Capacity and the FILO B Documentation Agent weekly Revolving Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Certificates on or prior Collateral”) weekly, such reporting to Thursday be updated not later than Wednesday of every week prepared as of the close of business on Saturday of the previous each week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case and reflecting such Borrowing Base Certificates may, Collateral as at the election end of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksweek most recently ended. All calculations of Revolver Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower, a Loan Party and not in such Person’s individual capacity); provided that until the Administrative Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(bReserves and (d) to address the Perfection Certificate most recently delivered Montrovest LC and any changes to reflect all locations of Inventory at the end of such fiscal quarterMontrovest LC Effective Advance Rate. Concurrently with the delivery of each Each Borrowing Base Certificate pursuant to this Section 5.12(a)delivered by the Borrowers shall be accompanied by a certificate, the Borrower shall deliver in form and substance satisfactory to the Administrative Agent Agents and the FILO B Documentation Agent certified by a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance Senior Officer, as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input balances of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentDeposit Account.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks Group Inc.)
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Each Borrower shall deliver to the Administrative Agent Agents, on each Business Day, a Borrowing Base Certificate setting forth, among other things, the Term Loan Borrowing Capacity and the FILO B Documentation Agent weekly Revolving Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and Eligible Private Label and Corporate Accounts (collectively, the “Borrowing Base Certificates on or prior Collateral”) weekly, such reporting to Thursday be updated not later than Wednesday of every week prepared as of the close of business on Saturday of the previous each week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case and reflecting such Borrowing Base Certificates may, Collateral as at the election end of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksweek most recently ended. All calculations of Revolver Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower, a Loan Party and not in such Person’s individual capacity); provided that until the Administrative Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Each Borrowing Base Certificate pursuant to this Section 5.12(a)delivered by the Borrowers shall be accompanied by a certificate, the Borrower shall deliver in form and substance satisfactory to the Administrative Agent Agents and the FILO B Documentation Agent certified by a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance Senior Officer, as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input balances of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentDeposit Account.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Birks & Mayors Inc.), Term Loan and Security Agreement (Birks & Mayors Inc.)
Borrowing Base Certificates. The Borrower Obligors shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish deliver same to Lenders) (i) by the fifteenth (15th) day of each calendar month, and at such information to other times as Agent may request, a Borrowing Base Certificate setting forth the Revolving Lenders and amounts of Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Availability Reserve, the Revolver Borrowing Base, the FILO A Lenders) and (y) to Borrowing Base, the Revolver Exposure, the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared Exposure and Availability as of the close most recently ended Fiscal Month, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Amount, by Wednesday of business on each week, an updated Borrowing Base Certificate (which updated Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, FILO Borrowing Base, Availability and the status of Priority Payables as of the end of the most recently ended week based solely upon sales, collections and Loan activity since the last day of the previous fiscal month or after the occurrence and during the continuance of Fiscal Month for which a monthly Borrowing Base Reporting Trigger Period, the Borrower Certificate shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weekshave been prepared). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Obligors and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and and, in its Permitted Discretion, adjust any such calculation (a) to reflect its estimate of declines in value of any Collateral, due to collections received or otherwise; or (b) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Borrowing Base Certificates. The Borrower By the 25th day of each month, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence month, and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative at such other times as Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksrequest. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By On or before the 20th 25th day of each calendar month from and after the end of each fiscal quarterdate hereof, the Borrower Borrowers shall deliver updatesto Agent, if anyin the form reasonably acceptable to Agent, to Schedule 2(b(i) to reconciliations of Borrowers’ Accounts as shown on the Perfection Certificate most recently delivered to reflect all locations of Inventory at the month-end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant for the immediately preceding Fiscal Month to this Section 5.12(a)Borrowers’ accounts receivable agings, the to Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) reconciliations of Borrowers’ Inventory as shown on Borrowers’ perpetual inventory, to Borrowers’ general ledger and to Borrowers’ financial statements, all with supporting materials as Agent shall reasonably request. If Borrower Agent deems advisable, Borrowers shall execute and deliver to Agent Borrowing Base Certificates more frequently than monthly. In the Administrative event that Borrower Agent furnishes Borrowing Base Certificates more frequently than monthly, Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower Lenders acknowledge that Inventory and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may Eligible Inventory amounts shall only be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agentupdated monthly.
Appears in 2 contracts
Samples: Loan and Security Agreement (Houston Wire & Cable CO), Loan and Security Agreement (Houston Wire & Cable CO)
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Each Borrower shall deliver to the Administrative Agent and the FILO B Documentation each Co-Collateral Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by (and the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required Agent shall promptly deliver same to be delivered pursuant to this Section 5.12(athe Canadian Agent and the Lenders) on a monthly basiseach Business Day, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period Certificate setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of at least four (4) consecutive weeksthe week most recently ended, such reporting to be updated not later than Wednesday of each week. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrower Borrowers and certified by a Financial Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower, a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability ReserveReserves. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Each Borrowing Base Certificate pursuant to this Section 5.12(a)delivered by the Borrowers shall be accompanied by a certificate, the Borrower shall deliver in form and substance satisfactory to the Administrative Agent and the FILO B Documentation Agent Co-Collateral Agents and certified by a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance Senior Officer, as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input balances of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentDeposit Account.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks & Mayors Inc.)
Borrowing Base Certificates. The Borrower (a) By the 20th day of each month, Borrowers shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Administrative Agent shall promptly deliver same to Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after month, with such weekly updates as the occurrence and during Administrative Agent may request; provided that if at any time Availability is less than $15,000,000, Borrower Agent shall, by the continuance fourth Business Day of a Borrowing Base Reporting Trigger Periodeach week, the Borrower shall deliver to the Administrative Agent (and the FILO B Documentation Administrative Agent weekly shall promptly deliver same to Lenders) a Borrowing Base Certificates on or prior to Thursday of every week Certificate prepared as of the close of business on Saturday of the previous week, which week and shall continue to so deliver weekly Borrowing Base Certificates until such time that daily Availability shall be have been greater than or equal to $15,000,000 for 45 consecutive calendar days, in which case Borrower Agent shall deliver monthly Borrowing Base Certificates consistent with the form timing and manner of Exhibit B unless otherwise reasonably agreed to delivery for monthly Borrowing Base Certificates contemplated by the Administrative Agent; provided thatthis Section 8.01(a) (but only for so long as Availability is not, at any time when Borrowing Base Certificates are after such 45 consecutive calendar days, less than $15,000,000); provided, further, that in no event shall ineligibles be required to be delivered pursuant to this Section 5.12(a) more frequently than on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Agent and certified by a Financial Responsible Officer of the BorrowerBorrower Agent, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral (a determination to be made by the Administrative Agent in its reasonable discretion); and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day .
(b) Within 20 days after the end of each fiscal quartercalendar month, the Borrower Borrowers shall deliver updates, if any, to Schedule 2(b) have delivered to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a)Administrative Agent, the Borrower shall deliver in form and detail satisfactory to the Administrative Agent and the FILO B Documentation Agent Required Lenders, (i) a Consolidated Cash Balance Report setting forth listing of each Borrower’s trade payables, specifying the Consolidated Cash Balance trade creditor and balance due, a detailed listing of each Borrower’s accrued payables, a detailed trade payable aging and a listing of each Borrower’s outstanding checks; and (ii) a detailed aged trial balance of all Accounts as of the end of the prior preceding month, specifying each Account’s Account Debtor name, amount, invoice date and due date.
(c) For so long as any Account of Pacer Transport Inc. constitutes an Eligible Account, weekly, on the fourth Business Day. The Borrower and Day of each week (or such later date as may be agreed by the Administrative Agent hereby agree that in its sole discretion), the delivery of any Borrowing Base Certificate through the Portal, subject Borrowers shall have delivered to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate form and detail satisfactory to the Administrative Agent and the Required Lenders, an updated listing of Accounts of Pacer Transport Inc. (but notand, for the avoidance of doubt, to the FILO B Documentation Agent), with Administrative Agent may adjust the same legal effect as if such calculations in the most recently delivered Borrowing Base Certificate in order to account for each such Account that had been manually executed by a Financial Officer constituted an Eligible Accounts in the most recently delivered Borrowing Base Certificate but that is no longer an Eligible Account on account of payments received in the Borrower and delivered to the Administrative AgentDominion Account or otherwise).
Appears in 1 contract
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower Borrowers shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates (a) If no Low Availability Period is in effect, then on or prior to Thursday before the 15th day of every week prepared as of the close of business on Saturday of the previous weekeach month, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Financial Officer of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Dayprevious month, or (b) if a Low Availability Period is in effect, then (i) on or before the 15th day of each month, a Borrowing Base Certificate as of the end of the previous month and, (ii) in addition thereto, on or before the 25th day of each month, a Borrowing Base Certificate as of the 15th day of such month, together with such additional Borrowing Base Certificates as and when requested by the Agent in writing. The Borrower Together with each such Borrowing Base Certificate, the Borrowers shall deliver: (1) a schedule of the Borrowers’ Accounts created, credits given, cash collected, and other adjustments to Accounts since the Administrative last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) an aging of the Borrowers’ accounts payable; (4) a detailed calculation and description of Eligible Petroleum Inventory, Eligible Cash and Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens, and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the Borrowers’ accounts receivable since delivery of the previous Borrowing Base Certificate with a reconciliation to the corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with the Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by the Borrowers, purchase orders, and invoices; (C) a statement of the balance of each intercompany Account, if any; (D) such other reports as to the Collateral as the Agent hereby agree that shall reasonably request from time to time; and (E) with the delivery of any Borrowing Base Certificate through each of the Portalforegoing, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation a certificate of the Borrower Agent executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If the Borrowers’ records or reports of the Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver any such Borrowing Base Certificate records, reports, and related documents to the Administrative Agent (but notAgent, for the avoidance of doubt, distribution to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentLenders.
Appears in 1 contract
Samples: Loan and Security Agreement (Alon USA Energy, Inc.)
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Each Borrower shall deliver to the Administrative Agent and the FILO B Documentation each Co-Collateral Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by (and the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required Agent shall promptly deliver same to be delivered pursuant to this Section 5.12(athe Canadian Agent and the Lenders) on a monthly basiseach Business Day, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period Certificate setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of at least four (4) consecutive weeksthe week most recently ended, such reporting to be updated not later than Wednesday of each week. All calculations of Availability in any US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Base Certificate Capacity and Loan to Value Reserve shall originally be made by the Borrower Borrowers and certified by a Financial Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower, a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(bReserves[; and (d) to address the Perfection Certificate most recently delivered Montrovest LC and any changes to reflect all locations of Inventory at the end of such fiscal quarterMontrovest LC Effective Advance Rate]. Concurrently with the delivery of each Each Borrowing Base Certificate pursuant to this Section 5.12(a)delivered by the Borrowers shall be accompanied by a certificate, the Borrower shall deliver in form and substance satisfactory to the Administrative Agent and the FILO B Documentation Agent Co-Collateral Agents and certified by a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance Senior Officer, as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input balances of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentDeposit Account.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Birks Group Inc.)
Borrowing Base Certificates. The Borrower By the 15th day of each month, Borrowers and DashAmerica shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence month, and at such other times as Agent may request; provided that (i) during the continuance of a Borrowing Base Reporting any Trigger Period, or (ii) at the Borrower option of Borrowers, Borrowers and DashAmerica shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly required Borrowing Base Certificates on or prior to Thursday a weekly basis no later than the fourth Business Day of every week each week, prepared as of the close of business on Saturday of the previous week, which ; provided further that in the event that Borrowers exercise their option to deliver weekly Borrowing Base Certificates set forth in clause (ii) above, Borrowers and DashAmerica shall be in the form of Exhibit B unless otherwise reasonably agreed continue to by the Administrative Agent; provided that, at any time when deliver weekly Borrowing Base Certificates are required thereafter for a period not shorter than 6 weeks and shall provide Agent with two weeks’ prior written notice thereafter if Borrowers desire to be delivered pursuant return to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such delivery of Borrowing Base Certificates may, at (if such reporting is otherwise permitted pursuant to the election terms of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksthis Section). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and DashAmerica and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution (without duplication of dilution reserves), quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By Notwithstanding the 20th day after the end of each fiscal quarterforegoing, the Borrower shall deliver updates, if any, Agent will not use a single basis for adjustment to Schedule 2(b) both establish new Availability Reserves and to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agentreduce advance rates.
Appears in 1 contract
Borrowing Base Certificates. The Borrower By the 15th day of the month following the end of each calendar month, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal just ended calendar month or or, after an Event of Default, at such other times as Agent may request; provided, that during any Trigger Period (Reporting), Borrowers shall deliver to Agent by the occurrence and during third (3rd) Business Day of each week following the continuance end of the prior week a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week Certificate prepared as of the close of business on Saturday of for the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksweek just ended. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Agent and certified by a Financial Officer of the Borrower, Senior Officer; provided that the Administrative Agent may from time to time in its Permitted Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve; provided, further that, if Agent shall make any such adjustment to any such calculation Agent shall provide Borrower Agent with a statement setting forth the basis for such adjustment. By Concurrently with any transaction that is outside of the 20th day after Ordinary Course of Business and would cause 5% or more of the end of each fiscal quarterassets reflected in the then-current Borrowing Base to become ineligible, the Borrower Agent shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Agent a new Borrowing Base Certificate pursuant giving effect to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Daysuch transaction. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.8.2
Appears in 1 contract
Samples: Credit and Security Agreement (Titan International Inc)
Borrowing Base Certificates. The Borrower By the 20th day of each month (or on the succeeding Business Day, if the applicable day is not a Business Day), Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence month, and during the continuance of any Trigger Period Borrowers shall also deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Reporting Trigger PeriodCertificate on a weekly basis, and in no event later than the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday 5th day of every week each week, prepared as of the close of business on Saturday the last day of the previous preceding week; provided, which weekly Borrowing Base Certificates however, that during any period when an Event of Default exists, Borrower shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksas frequently as shall be requested by Agent. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and and, in its Permitted Discretion, after Required Reserve Notice (provided that in no event shall such a Required Reserve Notice be required prior to or in connection with denying a request for a Revolver Loan due to insufficient Availability resulting from an adjustment in the calculation of Availability as contemplated by this Section), adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall but in each case be deemed to satisfy the obligation without duplication of (i) factors taken into consideration in determining eligibility of the Borrower to deliver any such Borrowing Base Certificate to relevant Accounts, Inventory, Trucks and Machinery and (ii) factors taken into consideration in determining the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentAvailability Reserve.
Appears in 1 contract
Borrowing Base Certificates. The Borrower Borrowers shall deliver to (x) the Administrative Agent and each Co-Collateral Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (yi) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or at all times prior to the 15th commencement of a Trigger Event Period, not later than the twelfth (12th) Business Day of each after the immediately preceding fiscal month end, and at such other times as Agent may reasonably request, a Borrowing Base Certificate prepared as of the close of business on the last day of the previous fiscal month or such other date so requested by the Agent and (ii) at all times (x) after the occurrence and during the continuance continuation of an Event of Default or (y) after the occurrence and during the continuation of an Excess Availability Trigger Period, not later than the last Business Day of each week, and at such other times as Agent or any Co-Collateral Agent may request, a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week Certificate prepared as of the close of business on Saturday of the previous weekweek or such other date so requested by Agent or a Co-Collateral Agent, which with such weekly Borrowing Base Certificates shall be (other than those coinciding with a month end) updated for purchases and sales of Inventory from the prior week in a manner consistent with the form past practices of Exhibit B unless otherwise the Obligors and reasonably agreed to approved by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the . The Borrower may elect, at its optionpursuant to a written irrevocable notice to the Agent, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered on a weekly basis during the continuance fiscal months of a Borrowing Base Reporting Trigger Period for a minimum period October through January 15th of at least four (4) consecutive weekssuch Fiscal Year, provided that notice of such election is received by the Agent no later than the 15th of September of such Fiscal Year. All calculations of Tranche A Excess Availability, Tranche A-1 Excess Availability and Excess Availability in any Borrowing Base Certificate shall originally be made by the Borrower Agent and certified by a Financial Senior Officer of the BorrowerBorrower Agent (with such certification to be in such Person’s capacity as a Senior Officer of the Borrower Agent and not in such Person’s individual capacity), provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Accounts or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Loan Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 1 contract
Borrowing Base Certificates. The Borrower shall deliver On the Closing Date and on each Business Day through the 60th day after the Closing Date or until Borrowers are able to (x) report the Administrative Agent (which will promptly furnish such information value of Inventory at both cost and market in a manner reasonably satisfactory to the Revolving Lenders Agents, whichever is the later to occur, and thereafter weekly as of Thursday (or the FILO A Lendersnext Business Day) and of each week for the weekly period ending not more than two (y2) to Business Days earlier, or at such more frequent intervals as the FILO B Documentation Collateral Agent may request (which will promptly furnish such information to provided that, notwithstanding the FILO B Lendersforegoing, certain items as noted in Schedule IV, shall only be updated on a weekly basis), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower Borrowers shall deliver to the Administrative Collateral Agent (and the FILO B Documentation Collateral Agent weekly Borrowing Base Certificates shall, on or prior request from a Lender, promptly deliver to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(asuch Lender) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksCertificate. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Responsible Officer of to the BorrowerAgents, provided that the Administrative Agent may from time Agents shall have the right to time review and adjust adjust, in the exercise of their credit judgment, any such calculation (i) to reflect its reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. By In no event shall the 20th day after Borrowing Base on any date be deemed to exceed the end amount of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to Borrowing Base shown on the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant last received by the Collateral Agent prior to this Section 5.12(a)such date, as the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any calculation in such Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent adjusted from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretionAgents as herein authorized. No less frequently than weekly, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such a Borrowing Base Certificate to shall indicate, without limitation, the Administrative Agent (but not, Account Debtors of a Borrower who are also creditors of Mapco and the availability on any applicable date of Mapco under its working capital credit facility for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer purposes of the Borrower Agents' determination of the applicability and delivered to extent of the Administrative AgentMapco Reserve.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delek US Holdings, Inc.)
Borrowing Base Certificates. The Borrower For so long as the Excess Availability Conditions are satisfied Borrowers shall deliver to (x) the Administrative Collateral Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A LendersCollateral Agent shall, on request from a Lender, promptly deliver to such Lender) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to Certificate as of the 15th 18th day and the last Business Day of each month prepared as of month, in each case for the close of business on the last day of the previous fiscal month or semi-monthly period ending not more than two (2) Business Days earlier. At any date after the occurrence Excess Availability Conditions are not satisfied (and during thereafter until the continuance of a Borrowing Base Reporting Trigger PeriodReinstatement Conditions are satisfied), the Borrower Borrowers shall deliver to the Administrative Collateral Agent (and the FILO B Documentation Collateral Agent weekly shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificates on or prior to Thursday of every week prepared Certificate weekly as of each Wednesday (or the close of business on Saturday next Business Day) in respect of the previous prior week, which weekly Borrowing Base Certificates shall be in or at such more frequent intervals as the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; Collateral Agent may request (provided that, at any time when Borrowing Base Certificates are required to notwithstanding the foregoing, certain items as noted in Schedule IV, shall only be delivered pursuant to this Section 5.12(a) updated on a monthly weekly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks). All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Responsible Officer of to the BorrowerAgents, provided that the Administrative Agent may from time Agents shall have the right to time review and adjust adjust, in the exercise of their credit judgment, any such calculation (i) to reflect their reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. By the 20th day after the end of each fiscal quarterNo less frequently than bi-weekly, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each a Borrowing Base Certificate pursuant to this Section 5.12(a)shall indicate, without limitation, the Account Debtors of a Borrower shall deliver to the Administrative Agent who are also creditors of Mapco and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as availability on any applicable date of Mapco under its working capital credit facility for purposes of the end Agents' determination of the prior Business Day. The Borrower applicability and extent of the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time Mapco Reserve.
(o) By deleting Section 5.18 in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases entirety. (p) By amending and restating Section 5.19 as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.follows:
Appears in 1 contract
Borrowing Base Certificates. The Borrower For so long as the Excess Availability Conditions are satisfied Borrowers shall deliver to (x) the Administrative Collateral Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A LendersCollateral Agent shall, on request from a Lender, promptly deliver to such Lender) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to Certificate as of the 15th 18th day and the last Business Day of each month prepared as of month, in each case for the close of business on the last day of the previous fiscal month or semi-monthly period ending not more than two (2) Business Days earlier. At any date after the occurrence Excess Availability Conditions are not satisfied (and during thereafter until the continuance of a Borrowing Base Reporting Trigger PeriodReinstatement Conditions are satisfied), the Borrower Borrowers shall deliver to the Administrative Collateral Agent (and the FILO B Documentation Collateral Agent weekly shall, on request from a Lender, promptly deliver to such Lender) a Borrowing Base Certificates on or prior to Thursday of every week prepared Certificate weekly as of each Wednesday (or the close of business on Saturday next Business Day) in respect of the previous prior week, which weekly Borrowing Base Certificates shall be in or at such more frequent intervals as the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; Collateral Agent may request (provided that, at any time when Borrowing Base Certificates are required to notwithstanding the foregoing, certain items as noted in Schedule IV, shall only be delivered pursuant to this Section 5.12(a) updated on a monthly weekly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks). All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Responsible Officer of to the BorrowerAgents, provided that the Administrative Agent may from time Agents shall have the right to time review and adjust adjust, in the exercise of their credit judgment, any such calculation (i) to reflect their reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. By the 20th day after the end of each fiscal quarterNo less frequently than bi-weekly, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each a Borrowing Base Certificate pursuant to this Section 5.12(a)shall indicate, without limitation, the Account Debtors of a Borrower shall deliver to the Administrative Agent who are also creditors of Mapco and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as availability on any applicable date of Mapco under its working capital credit facility for purposes of the end Agents’ determination of the prior Business Day. The Borrower applicability and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation extent of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentMapco Reserve.
Appears in 1 contract
Samples: Revolving Credit Agreement (Delek US Holdings, Inc.)
Borrowing Base Certificates. The Borrower (i) On or before the last day of each month from and after the date hereof, the Borrowers shall deliver to Collateral Agent, in form acceptable to Collateral Agent, a Borrowing Base Certificate as of the last day of the immediately preceding month, with such supporting materials as Collateral Agent shall reasonably request. If Collateral Agent shall request at any time (xi) an Event of Default has occurred and is continuing or (ii) following an Excess Availability Triggering Event and continuing until the Administrative Cure Date or following the occurrence of a Default or Event of Default and so long as it is continuing, the Borrowers shall execute and deliver to Collateral Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to before the 15th third (3rd) Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance week, provided that any referenced amounts with respect to unbilled Accounts will continue to be updated monthly.
(ii) Together with each delivery of a Borrowing Base Reporting Trigger PeriodCertificate, the Borrower Representative shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous weekCollateral Agent, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed acceptable to by the Administrative Collateral Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election detailed accounts receivable and accounts payable aging of the Borrowers' accounts aged by invoice date, account roll- forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, unbilled accrued receivables report, unapplied deposits report, unbilled accrued payables reports, deferred revenue report, detailed list of Eligible Accounts and Eligible Unbilled Accounts, access to review new major contracts (MSAs and scope of work arrangements), sales tax accruals and a reconciliation to Borrower, be computed in accordance with 's general ledger and the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall be made delivered by the Borrower and certified by a Financial Officer of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end as of such fiscal quarter. Concurrently date and to such Borrower's most recent financial statements and all with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower supporting information and materials as Collateral Agent shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agentreasonably request.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
Borrowing Base Certificates. The Borrower shall deliver to (x) On the Administrative Agent (which will promptly furnish such information to the Revolving Lenders Closing Date and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to before the 15th third Business Day of each month week after the Closing Date, Borrowers shall deliver to Agent a Borrowing Base Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly and at such other times as Agent may request. In connection with Borrowers’ delivery of Borrowing Base Certificates to Agent as provided above in this Section 7.5, (i) Borrowers shall be in update all Accounts activity on a weekly basis (unless Agent elects to require the form delivery of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to more frequently than weekly as provided above in this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates7.5, in which case such event Borrowers shall be required to update all Accounts activity since the date of the most recent Borrowing Base Certificates mayCertificate delivered to Agent) and (ii) Borrowers shall update Inventory activity as follows:
(a) Borrowers shall update Inventory activity of Borrowers other than the Retail Borrowers each Reporting Period; and (b)(1) during the period commencing on the Closing Date and ending on September 30, at the election 2002, Borrowers shall use their best efforts to update Inventory activity of the BorrowerRetail Borrowers on a weekly basis (and, be computed in accordance with any event, shall update such Inventory activity each Reporting Period) and (2) from and after October 1, 2002, Borrowers shall update Inventory activity of the requirements for Borrowing Base Certificates required to be delivered during the continuance of Retail Borrowers on a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksweekly basis. All calculations of Availability in connection with any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Senior Officer of the BorrowerXxxx Companies to Agent, provided that Agent shall have the Administrative Agent may from time right to time review and adjust adjust, in the exercise of its reasonable credit judgment, any such calculation (i) to reflect its reasonable estimate of declines in value of any of the Collateral described therein and (ii) to the extent the that such calculation is not made in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 1 contract
Borrowing Base Certificates. The Borrower Borrowers shall deliver to (x) the Administrative Agent (which will and the Administrative Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and quarterly Borrowing Base Certificates within 20 days of the fiscal quarter then ended prepared as of the close of business on the last Business Day of the previous fiscal quarter (yprovided that (1) during a Monthly Reporting Period, the Borrowers shall deliver to the FILO B Documentation Administrative Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to by the 15th Business Day 20th day of each month prepared as of the close of business on the last day Business Day of the previous fiscal month or after the occurrence (2) a Liquidity Event shall have occurred and during the continuance of a Borrowing Base Reporting Trigger Periodbe continuing, the Borrower Borrowers shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday by Wednesday of every week prepared as of the close of business on Saturday Friday of the previous week, which weekly Borrowing Base Certificates shall be in the standard form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basisweekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the Borrower may electmost recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, at its option, to deliver more frequent Borrowing Base Certificates, and (ii) the amount of Eligible Accounts shown in which case such Borrowing Base Certificates may, at Certificate will be based on the election amount of the Borrowergross Accounts set forth in the most recent weekly report, be computed in accordance with less the requirements amount of ineligible Accounts reported for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksmost recently ended month). All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerResponsible Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarterquarter (commencing with the fiscal quarter ending June 30, 2012), the Borrower Borrowers shall deliver (i) to the Administrative Agent an Applicable Margin Certificate setting forth a calculation of the Average Availability for the fiscal quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) O to the Perfection Certificate most recently delivered Collateral Questionnaire to reflect all locations of Inventory at the end of such the fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agentquarter then ended.”
Appears in 1 contract
Borrowing Base Certificates. The Borrower shall deliver to (x) the Administrative Agent (which will promptly furnish such information to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates on or prior to the 15th Business Day of each month prepared as of the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower Borrowers shall deliver to the Administrative Agent Agent:
(a) whether or not a Low Availability Period is in effect, (i) on or before the 15th day of each month, a Borrowing Base Certificate as of the end of the previous month, and the FILO B Documentation Agent weekly (ii) such additional Borrowing Base Certificates as and when requested by the Agent in writing from time to time in the Agent’s credit judgment, reasonably exercised, and
(b) if a Low Availability Period is in effect, then on or each Tuesday of each week for the period ending Friday of the immediately prior to Thursday of every week prepared week, a Borrowing Base Certificate as of the close end of business on Saturday such prior week. Together with each such Borrowing Base Certificate, the Borrowers shall deliver: (1) a schedule of the Borrowers’ Accounts created, credits given, cash collected, and other adjustments to Accounts since the last such schedule; (2) an aging of the Borrower’s Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general ledger; (3) a detailed listing of accounts payable owing to suppliers of Petroleum Product that are covered by Letters of Credit; (4) a detailed calculation and description of Eligible Petroleum Inventory, Eligible Cash, Eligible Investments, Eligible In-Transit Petroleum Inventory, First Purchaser Liens and Paid but Unexpired Letters of Credit; (5) a schedule in reasonable detail setting forth the additions and reductions in the Borrowers’ accounts receivable since delivery of the previous week, which weekly Borrowing Base Certificates shall be in Certificate with a reconciliation to the form of Exhibit B unless otherwise reasonably agreed corresponding accounts receivable aging; and (6) Inventory reports by category, together with reconciliation to by the Administrative Agent; provided that, at any time when corresponding Borrowing Base Certificates are required and to be the Borrowers’ general ledger. Together with each Borrowing Base Certificate delivered pursuant to this Section 5.12(aclause (a)(i) on a monthly basisabove, the Borrowers shall deliver an aging of the Borrowers’ accounts payable. Upon request of the Agent, the Borrowers shall deliver: (A) inventory reports by location; (B) copies of invoices in connection with the Borrowers’ Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by the Borrowers, purchase orders, and invoices; (C) a statement of the balance of each intercompany Account, if any; (D) such other reports as to the Collateral as the Agent shall reasonably request from time to time; and (E) with the delivery of each of the foregoing, a certificate of the Borrower may electAgent executed by a Financial Officer thereof certifying as to the accuracy and completeness of the foregoing. If the Borrowers’ records or reports of the Collateral are prepared by an accounting service or other agent, at its option, the Borrowers hereby authorize such service or agent to deliver more frequent Borrowing Base Certificatessuch records, in which case such Borrowing Base Certificates mayreports, at and related documents to the election of Agent, for distribution to the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksLenders. All calculations of Availability in any Borrowing Base Certificate (or Interim Borrowing Base Certificate) shall originally be made by the Borrower Agent and certified by a Financial Officer of Officer; provided that:
(i) the Borrower, provided that the Administrative Agent may (but shall not be required to) from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By Reserve (or any portion thereof); and
(ii) upon prior written notice to the 20th day after the end of Borrower that a Double-Sided Application Period is in effect, and only during each fiscal quarterDouble-Sided Application Period, the Borrower Agent may (but shall deliver updates, if any, to Schedule 2(bnot be required to) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time review and adjust any such calculation to reduce Eligible Accounts by an amount not greater than collections received in its sole discretionthe Dominion Accounts after the effective date of the most recently delivered Borrowing Base Certificate (or Interim Borrowing Base Certificate); provided that during any such period, or by such other electronic input the Borrower may (but shall not be required to) provide Interim Borrowing Base Certificates to the Agent and the Agent will adjust the calculation of information necessary to calculate the Borrowing Bases as may be approved by Base to reflect the Administrative Agent from time to time Eligible Accounts and Eligible Unbilled Accounts set forth in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such most recently delivered Interim Borrowing Base Certificate to the Administrative extent constituting Eligible Accounts and Eligible Unbilled Accounts (subject to further adjustment by the Agent under clause (but not, for the avoidance of doubt, i) above and pursuant to the FILO B Documentation Agentthis clause (ii), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Alon USA Energy, Inc.)
Borrowing Base Certificates. The Borrower By the 15th day of each month and at such other times as Agent may request, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence calendar week (as applicable). By Tuesday of each calendar week, Borrowers shall also deliver to Agent (and during the continuance of Agent shall promptly deliver same to Lenders) a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week Certificate prepared as of the close of business on Saturday of the previous calendar week, which provided, however that such weekly Borrowing Base Certificates Certificate shall not be required when all of the following conditions are true: (a) the sum of (i) Availability, (ii) Borrowers’ cash on deposit with Agent and pledged to Agent for the benefit of Lenders and (iii) Borrowers’ Cash Equivalents subject to Agent’s Lien and control, pursuant to documentation in the form and substance satisfactory to Agent, was equal to or greater than $20,000,000 at all times during such prior calendar week and (b) no Default or Event of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, Default then exists or existed at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case during such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksprior calendar week. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agent.
Appears in 1 contract
Borrowing Base Certificates. The Borrower Obligors shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) (i) by the fifteenth (15th) day of each calendar month, and (y) to the FILO B Documentation at such other times as Agent (which will promptly furnish such information to the FILO B Lenders)may request, monthly a Revolver Borrowing Base Certificates on or prior to Certificate and a Term Loan Borrowing Base Certificate setting forth the 15th Business Day amounts of each month prepared Accounts, Inventory, Eligible Accounts, Eligible Inventory, the Accounts Formula Amount, the Inventory Formula Amount, the status of Priority Payables, the Term Loan Push Down Reserve, the Availability Reserve, the Revolver Borrowing Base, the Term Loan Borrowing Base, the Revolver Exposure and Availability as of the close most recently ended Fiscal Month, and (ii) at any time Availability falls below the Reporting Frequency Increase Trigger Amount, by Wednesday of business on each week, an updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate (which updated Revolver Borrowing Base Certificate and Term Loan Borrowing Base Certificate shall include updated calculations of the Revolver Borrowing Base, Term Loan Borrowing Base, the Term Loan Push Down Reserve, Availability and the status of Priority Payables as of the end of the most recently ended week based solely upon sales, collections and Loan activity since the last day of the previous fiscal month or after the occurrence and during the continuance of Fiscal Month for which a monthly Revolver Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent Certificate and the FILO B Documentation Agent weekly a monthly Term Loan Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weekshave been prepared). All calculations of Availability in any Revolver Borrowing Base Certificate and/or Term Loan Borrowing Base Certificate shall originally be made by the Borrower Obligors and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and and, in its Permitted Discretion, adjust any such calculation (a) to reflect its estimate of declines in value of any Collateral, due to collections received or otherwise; (b) to the extent Agent believes that the calculation is was not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b; or (c) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at extent the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Term Loan Agent and the FILO B Documentation has advised Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through calculation does not accurately reflect the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentTerm Loan Push Down Reserve.
Appears in 1 contract
Borrowing Base Certificates. The Borrower 8.1.1. Term Borrowing Base Certificate. By the Reporting Trigger Date, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Term Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month week or after the occurrence month, as applicable, and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative at such other times as Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be may reasonably request in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksPermitted Discretion. All calculations of Availability in any Term Borrowing Base Certificate shall originally be made by the Borrower Obligors and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time in its Permitted Discretion review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve, Reserves, or the Availability Block.
8.1.2. ABL Borrowing Base Certificates. By the 20th day after the end of each fiscal quarterReporting Trigger Date, the Borrower Borrowers shall deliver updatesto Agent (and Agent shall promptly deliver same to Lenders) the ABL Borrowing Base Certificates prepared as of the close of business of the previous week or month, if anyas applicable, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory and at the end of such fiscal quarterother times as Agent may reasonably request in its Permitted Discretion. Concurrently with the delivery of each All calculations in any ABL Borrowing Base Certificate pursuant to this Section 5.12(a)(including of ABL Availability, ABL UK Availability and ABL US Availability) shall originally be made by Obligors and certified by a Senior Officer, provided that until the Full Payment (as defined in the ABL Revolver Loan Agreement as in effect on the date hereof) of ABL Revolver Obligations and the termination of the ABL Revolver Commitments, the Borrower shall deliver to the Administrative ABL Revolver Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, (subject to the Administrative Agent’s authentication processlimitations set forth in the Intercreditor Agreement and, by such other electronic method as may be approved with respect to the Term Loan Deficiency Reserve, in accordance with any notice provided by the Administrative Agent under the Intercreditor Agreement) may from time to time in its sole discretionPermitted Discretion review and after consultation with the Borrowers adjust (and after such Full Payment, the Agent may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement, as set forth in the ABL Revolver Loan Agreement or does not accurately reflect the Availability Reserve, the UK Availability Reserve, the US Availability Reserve, the Term Loan Deficiency Reserve, the UK Term Loan Deficiency Reserve, or by the US Term Loan Deficiency Reserve, or the “Temporary Availability Block” (as such other electronic input of information necessary to calculate term is defined in the Borrowing Bases ABL Revolver Loan Agreement as may be approved by in effect on the Administrative Agent from time to time date hereof) whether as required hereunder or in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), connection with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentABL Revolver Loan Agreement.
Appears in 1 contract
Borrowing Base Certificates. The Borrower On or before the 20th day of each month from and after the date hereof, Borrowers shall deliver to (x) Agent, in form acceptable to Agent, a Borrowing Base Certificate as of the Administrative last day of the immediately preceding month, with such supporting materials as Agent (which will promptly furnish such information shall reasonably request. If Borrowers deem it advisable, Borrowers shall execute and deliver to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly Borrowing Base Certificates more frequently than monthly. On or before the 20th day of each calendar month from and after the date hereof, Borrowers shall deliver to Agent, in the form reasonably acceptable to Agent, (i) reconciliations of Borrowers’ Accounts as shown on the month-end Borrowing Base Certificate for the immediately preceding month to Borrowers’ accounts receivable agings, to Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) reconciliations of Borrowers’ Inventory as shown on Borrowers’ perpetual inventory, to Borrowers’ general ledger and to Borrowers’ financial statements, all with supporting materials as Agent shall reasonably request. The foregoing notwithstanding, (i) if average Availability in any calendar month equals or exceeds $25,000,000, then such Borrowing Base Certificates and reconciliations shall not be required to be delivered until the 30th day (or 28th or 29th day for February) of each month and (ii) while a Trigger Period exists, such Borrowing Base Certificates shall be required to be delivered on a weekly basis on or prior to the 15th 4th Business Day of each month prepared as of week for the close of business on the last day of the previous fiscal month or after the occurrence and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which ; provided that any such weekly Borrowing Base Certificates shall be in contain weekly updates of sales, collections and credit memos with all other items being updated monthly on the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeks. All calculations of Availability in any Borrowing Base Certificate shall be made by the Borrower and certified by a Financial Officer of the Borrower, provided that the Administrative Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By about the 20th day after the end of each fiscal quarter, the Borrower shall deliver updates, if any, to Schedule 2(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubt, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative Agentmonth.
Appears in 1 contract
Samples: Loan and Security Agreement (Cambium Learning Group, Inc.)
Borrowing Base Certificates. The Borrower By the 20th day of each month, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month or after the occurrence month, and during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall deliver to the Administrative at such other times as Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on or prior to Thursday of every week prepared as of the close of business on Saturday of the previous week, which weekly Borrowing Base Certificates shall be in the form of Exhibit B unless otherwise reasonably agreed to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksrequest. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By On or before the 20th day of each calendar month from and after the end of each fiscal quarterdate hereof, the Borrower Borrowers shall deliver updatesto Agent, if anyin the form reasonably acceptable to Agent, to Schedule 2(b(i) to reconciliations of Borrowers’ Accounts as shown on the Perfection Certificate most recently delivered to reflect all locations of Inventory at the month-end of such fiscal quarter. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through the Portal, subject to the Administrative Agent’s authentication process, by such other electronic method as may be approved by the Administrative Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any such Borrowing Base Certificate to the Administrative Agent (but not, for the avoidance of doubtimmediately preceding Fiscal Month to Borrowers’ accounts receivable agings, to the FILO B Documentation Agent)Borrowers’ general ledger and to Borrowers’ most recent financial statements and (ii) reconciliations of Borrowers’ Inventory as shown on Borrowers’ perpetual inventory, to Borrowers’ general ledger and to Borrowers’ financial statements, all with the same legal effect supporting materials as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower and delivered to the Administrative AgentAgent shall reasonably request.
Appears in 1 contract
Samples: Loan and Security Agreement (Chromcraft Revington Inc)
Borrowing Base Certificates. The Borrower (a) By the 15th day of each month, Borrowers shall deliver to (x) the Administrative Agent (which will and Agent shall promptly furnish such information deliver same to the Revolving Lenders and the FILO A Lenders) and (y) to the FILO B Documentation Agent (which will promptly furnish such information to the FILO B Lenders), monthly a Borrowing Base Certificates on or prior to the 15th Business Day of each month Certificate prepared as of the close of business on the last day of the previous fiscal month month, and at such other times as Agent may request; provided, however, that if (and after) Availability is $12,500,000 or after the occurrence and less at any time, Borrowers shall during the continuance of a Borrowing Base Reporting Trigger Period, the Borrower shall such period deliver to the Administrative Agent and the FILO B Documentation Agent weekly Borrowing Base Certificates on a weekly basis on or prior to Thursday before the third Business Day of every each week prepared as for the last Business Day of the close of business on Saturday of the previous preceding week; provided, which weekly further, however, that if Average Availability thereafter exceeds $12,500,000 for 90 consecutive days, Borrowers' obligation to deliver Borrowing Base Certificates to Agent shall be revert to monthly reporting as provided above (subject, again, to reinstatement of weekly reporting as stated in the form of Exhibit B unless otherwise reasonably agreed proviso above) (any such period being referred to by the Administrative Agent; provided that, at any time when Borrowing Base Certificates are required to be delivered pursuant to this Section 5.12(a) on as a monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates required to be delivered during the continuance of a Borrowing Base "Weekly Reporting Trigger Period for a minimum period of at least four (4) consecutive weeksPeriod"). All calculations of Availability in any Borrowing Base Certificate shall originally be made by the Borrower Borrowers and certified by a Financial Officer of the BorrowerSenior Officer, provided that the Administrative Agent may from time to time review and adjust any such calculation (i) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (ii) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (iii) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By Prior to inclusion in the 20th day after the end Borrowing Base of each fiscal quarterany assets acquired pursuant to a Permitted Acquisition, the Borrower such assets shall deliver updates, if any, be subject to Schedule 2(ba field examination undertaken in accordance with this Agreement.
(b) to the Perfection Certificate most recently delivered to reflect all locations of Inventory at the end of such fiscal quarter. Concurrently Currently with the delivery of each Borrowing Base Certificate pursuant Certificate, Borrower Agent shall submit to this Section 5.12(a), the Borrower shall deliver to the Administrative Agent and the FILO B Documentation Agent a Consolidated Cash Balance Report setting forth then-current list of (i) all Vehicles owned, (ii) all Vehicles then most recently included in the Consolidated Cash Balance as of the end of the prior Business Day. The Borrower and the Administrative Agent hereby agree that the delivery of any Borrowing Base Certificate through as Eligible Equipment which continue to constitute Eligible Equipment, (iii) all Vehicles then most recently included in the PortalBorrowing Base as Eligible Equipment which no longer, subject to for whatever reason, constitute Eligible Equipment, and (iv) any additional Vehicles which Borrower Agent then proposes for inclusion in the Administrative Borrowing Base as Eligible Equipment, together with such appraisals, certificates of title with Agent’s authentication process's Lien noted thereon and other agreements, by such other electronic method documents and instruments as may be approved required by the Administrative this Agreement or as Agent from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by the Administrative Agent from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of the Borrower to deliver any reasonably request. Each such Borrowing Base Certificate to shall include the Administrative Agent (but notcalculation, for the avoidance of doubtin reasonable detail, to the FILO B Documentation Agent), with the same legal effect as if such Borrowing Base Certificate had been manually executed by a Financial Officer of the Borrower Value of all such Vehicles, and delivered shall include, without limitation, information regarding the depreciation attributable to each Vehicle and the Administrative Agentcost and (if applicable) the then most recent appraised value of such Vehicle.
Appears in 1 contract
Samples: Loan and Security Agreement (Frozen Food Express Industries Inc)
