Common use of Collateral and Financial Reporting Clause in Contracts

Collateral and Financial Reporting. Deliver to Bank the following, all in form and detail satisfactory to Bank: (i) as soon as available but not later than 15 days after the end of each Fiscal Month, (x) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Bank, (y) a summary aging, by vendor, of Borrowers’ accounts payable and any book overdraft, (z) an Inventory listing, and (aa) a Borrowing Base Certificate, (ii) upon Bank’s request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices, reports and deposit slips, and (iii) on a quarterly basis, a detailed list of Borrowers’ customers; (b) as soon as available but not later than 30 days after the end of each Fiscal Month, (i) a Consolidating and Consolidated internally prepared Financial Statement for Parent and its Subsidiaries which shall include Parent’s and its Subsidiaries' Consolidating and Consolidated balance sheet as of the close of such period, and Parent’s and its Subsidiaries' Consolidating and Consolidated statement of income and retained earnings and statement of cash flow for such period and year to date, in each case setting forth in comparative form, as applicable, the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the Chief Financial Officer of each Corporate Loan Party, to the best of his or her Knowledge after due and diligent inquiry, as being complete and correct and fairly presenting in all material respects Parent’s and its Subsidiaries' financial condition and results of operations for such period, in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, (ii) a management prepared narrative discussion, in reasonable detail, signed by the Chief Financial Officer of Parent, describing the operations and financial condition of Parent and its Subsidiaries for the Fiscal Quarter and the portion of the Fiscal Year then ended, (iii) a detailed listing of all contingent liabilities incurred by any of the Corporate Loan Parties, and (iv) an updated listing of all rights each Corporate Loan Party has obtained to any new patentable inventions, trademarks, servicemarks, copyrightable works or other new Intellectual Property; (c) concurrent with the Financial Statements required under Sections 5.3(b) and (e), a Compliance Certificate from the Chief Financial Officer of Parent, stating, among other things, that he or she has reviewed the provisions of the Loan Documents and that, to the best of his or her Knowledge after due and diligent inquiry there exists no Event of Default or Default, and containing the calculations and other details necessary to demonstrate compliance with Section 6.15; (d) as soon as available but not later than 60 days after the end of each Fiscal Year, or sooner as Bank may reasonably request, an annual operating budget (including monthly balance sheet, statement of income and retained earnings, and statement of cash flows) for the following Fiscal Year; (e) as soon as available but not later than 150 days after the end of each Fiscal Year, a complete copy of Parent’s and its Subsidiaries' Consolidated and Consolidating audited Financial Statement, which shall include at least Parent’s and its Subsidiaries' balance sheet as of the close of such Fiscal Year, and Parent’s and its Subsidiaries' statement of income and retained earnings and statement of cash flow for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, accompanied by (i) a report and opinion of a certified public accountant selected by Parent and satisfactory to Bank, which report and opinion shall not be subject to any "going concern" or like qualification or exception or any qualifications or exceptions as to the scope of such audit, and (ii) a certificate of such certified public accountant certifying such Financial Statements and stating that in making the examination necessary for their certification of such Financial Statements, such certified public accountant has not obtained any knowledge of the existence of any Default or Event of Default or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (f) to the extent applicable, as soon as available copies of all (i) annual or quarterly reports provided to the Mezzanine Lender not otherwise referenced herein, and (ii) press releases; (g) promptly upon receipt by Borrowers, copies of any and all reports and management letters submitted to Borrowers or any Subsidiary by any certified public accountant in connection with any examination of Borrowers’ or any Subsidiary’s financial records made by such accountant; (h) (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Pension Plan or any trust created thereunder, (ii) promptly upon becoming aware of the occurrence of any Notification Event or of any "prohibited transaction," as described in section 406 of ERISA or in section 4975 of the IRC in connection with any Pension Plan or any trust created thereunder, a written notice signed by a chief financial officer of Parent, specifying the nature thereof, what action the Loan Parties propose to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (iii) promptly upon receipt thereof, copies of any notice of the PBGC's intention to terminate or to have a trustee appointed to administer any Pension Plan, (iv) no later than March 15 of each year during the term of the Agreement, proof that each Loan Party submitted a request for a Withdrawal Liability estimate to each Multiemployer Plan no later than February 15 of each year during the term of the Agreement, and (v) promptly upon its receipt thereof, a copy of each estimate of Withdrawal Liability received by any Loan Party or ERISA Affiliate from a Multiemployer Plan; and (i) from time to time, operating statistics, operating plans and any other information as Bank may reasonably request, promptly upon such request including, without limitation, all information that any Governmental Authority with regulatory oversight over Bank may request or require.

Collateral and Financial Reporting. Deliver to Bank Agent and each Lender the following, all in form and detail reasonably satisfactory to BankAgent: (a) (i) as soon as available but not later than 15 30 days after the end of each Fiscal Month, (x) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to BankAgent, (y) a summary aging, by vendor, of Borrowers’ ' accounts payable and any book overdraft, (z)) an Inventory listinga Borrowing Base Certificate, and (aa) a Borrowing Base Certificatedeferred revenue listing, (ii) upon Bank’s Agent's request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices, reports and deposit slips, and (iii) on a quarterly basis, a detailed list of Borrowers’ ' customers; (b) as soon as available but not later than 30 45 days after the end of each Fiscal MonthMonth that does not correspond to the end of a Fiscal Quarter, (i) a Consolidated and Consolidating and Consolidated internally prepared Financial Statement for Parent and its Subsidiaries which shall include Parent’s 's and its Subsidiaries' Consolidated and Consolidating and Consolidated balance sheet as of the close of such period, and Parent’s 's and its Subsidiaries' Consolidated and Consolidating and Consolidated statement of income and retained earnings and statement of cash flow for such period and year to date, in each case setting forth in comparative form, as applicable, the figures for the corresponding Fiscal Month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the Chief Financial Officer of Parent, to the best of his or her knowledge after due and diligent inquiry, as being complete and correct in all material respects and fairly presenting in all material respects Parent's and its Subsidiaries' financial condition and results of operations for such period, in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available but not later than 45 days after the end of each Fiscal Quarter, Parent's and its Subsidiaries' Consolidated and Consolidating statement of cash flow for such period and year to date, setting forth in comparative form, as applicable, the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the Chief Financial Officer of each Corporate Loan PartyParent, to the best of his or her Knowledge knowledge after due and diligent inquiry, as being complete and correct in all material respects and fairly presenting in all material respects Parent’s 's and its Subsidiaries' financial condition and results of operations for such period, in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, (ii) a management prepared narrative discussiondiscussion and analysis report, in reasonable detail, signed by the Chief Financial Officer of Parent, describing the operations and financial condition of Parent and its Subsidiaries for the Fiscal Quarter and the portion of the Fiscal Year then ended, (iii) a detailed listing of all contingent liabilities incurred by any of the Corporate Loan PartiesParties to the extent such contingent liabilities are not reflected in the quarterly Financial Statements delivered pursuant to this Section 5.3(c), and (iv) an updated listing of all rights each Corporate Loan Party has obtained to any new patentable inventions, trademarks, servicemarks, copyrightable works or other new Intellectual Property; (cd) concurrent with as soon as available but not later than 30 days after the Financial Statements required under Sections 5.3(b) and (e)end of each Fiscal Month, a Compliance Certificate from the Chief Financial Officer of Parent, stating, among other things, that he or she has reviewed the provisions of this Agreement and the Loan Documents and that, to the best of his or her Knowledge knowledge after due and diligent inquiry there exists no Event of Default or Default, and containing the calculations and other details necessary to demonstrate compliance with Section 6.15; (de) as soon as available but not later than 60 30 days after the end of each Fiscal Year, or sooner as Bank may reasonably request, an annual operating budget (including monthly balance sheet, statement of income and retained earnings, and statement of cash flows) for the following current Fiscal Year; (ef) as soon as available but not later than 150 days after the end of each Fiscal Year, commencing with the Fiscal Year ended December 31, 2016, a complete copy of Parent’s 's and its Subsidiaries' Consolidated and Consolidating audited Financial Statement, which shall include at least Parent’s 's and its Subsidiaries' balance sheet as of the close of such Fiscal Year, and Parent’s 's and its Subsidiaries' statement of income and retained earnings and statement of cash flow for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, accompanied by (i) a report and opinion of a certified public accountant selected by Parent and reasonably satisfactory to BankAgent, which report and opinion shall not be subject to any "going concern" or like qualification or exception or any qualifications or exceptions as to the scope of such audit, and (ii) a certificate of such certified public accountant certifying such Financial Statements and stating that in making the examination necessary for their certification of such Financial Statements, such certified public accountant has not obtained any knowledge of the existence of any Default or Event of Default or, if any such Default or Event of Default shall exist, stating the nature and status of such event; (fg) to the extent applicable, as soon as available copies of all reserved; (h) reserved; (i) annual or quarterly reports provided to the Mezzanine Lender not otherwise referenced herein, and (ii) press releasesreserved; (gj) reserved; (k) promptly upon receipt by BorrowersParent, copies of any and all reports and management letters submitted to Borrowers Parent or any Subsidiary by any certified public accountant in connection with any examination of Borrowers’ Parent's or any Subsidiary’s 's financial records made by such accountant;; and (hl) (i) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Pension Plan or any trust created thereunder, (ii) promptly upon becoming aware of the occurrence of any Notification Event or of any "prohibited transaction," as described in section 406 of ERISA or in section 4975 of the IRC in connection with any Pension Plan or any trust created thereunder, a written notice signed by a chief financial officer of Parent, specifying the nature thereof, what action the Loan Parties propose to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (iii) promptly upon receipt thereof, copies of any notice of the PBGC's intention to terminate or to have a trustee appointed to administer any Pension Plan, (iv) no later than March 15 of each year during the term of the Agreement, proof that each Loan Party submitted a request for a Withdrawal Liability estimate to each Multiemployer Plan no later than February 15 of each year during the term of the Agreement, and (v) promptly upon its receipt thereof, a copy of each estimate of Withdrawal Liability received by any Loan Party or ERISA Affiliate from a Multiemployer Plan; and (im) from time to time, operating statistics, operating plans and any other information as Bank Agent may reasonably request, promptly upon such request request, including, without limitation, all information that any Governmental Authority with regulatory oversight over Bank Agent or any Lender may request or require.