Common use of Maintain Records Clause in Contracts

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) Not change a Loan Party’s fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s capital stock.

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year year-end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain Deloitte & Touche LLP, or such other independent certified public accountants who are reasonably satisfactory to the Lender Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) Not change a Loan Party’s fiscal year for book accounting purposes, except Agent. Agent shall give the Borrower an opportunity to participate in connection any discussions Agent has with an initial public offering of the Borrower’s capital stockcertified public accountant pursuant to this Section 5-1.

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ Borrower’s financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 6 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and their the results of operations for, the period(s) covered therein, (provided, however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Partythe Borrower’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the LenderAgent. (e) Not change a Loan Partythe Borrower’s fiscal year for book accounting purposes, except in connection with an initial public offering without the consent of the Borrower’s capital stockAgent. The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Revolving Credit Lenders and the Term Loan Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Revolving Credit Lenders and the Term Loan Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Issuer, the Revolving Credit Lenders and the Term Loan Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ Borrower's financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 6: or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and their the results of operations for, the period(s) covered therein, (provided, however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Party’s the Borrower's financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the LenderAgent. (e) Not change a Loan Party’s the Borrower's fiscal year for book accounting purposes, except in connection with an initial public offering without the consent of the Borrower’s capital stockAgent, provided, however, that the Borrower shall be permitted to change its fiscal year end from the Saturday closest to December 31 to the Saturday closest to January 31 commencing with the 2002 fiscal year without the consent of the Agent.

Maintain Records. The Borrower Borrowers shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, which in which full, true, and accurate entries shall be made of all of reasonable detail fairly reflect the Loan Parties’ Borrowers' financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the Consolidated financial condition of the Loan Parties Borrowers at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Administrative Agent with those financial reports, statements, and schedules required by this Article 5 6: or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the Consolidated financial condition of the Loan Parties Borrowers at the close of, and their the results of operations for, the period(s) covered thereintherein (provided however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, cost and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender Administrative Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Administrative Agent to discuss a Loan Party’s the Borrowers' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the LenderAdministrative Agent, all at such times and places as the Administrative Agent may reasonably request in a notice to the Borrowers' Representative. (e) Not change a Loan Party’s any Borrower's fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s capital stockyear.

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ Borrower’s financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 6 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrower at the close of, and their the results of operations for, the period(s) covered therein, (provided, however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Partythe Borrower’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the LenderAgent. (e) Not change a Loan Partythe Borrower’s fiscal year for book accounting purposes, except in connection with an initial public offering without the consent of the Borrower’s capital stockAgent. The Borrower hereby acknowledges that (a) the Agent and/or the Arranger will make available to the Revolving Credit Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Revolving Credit Lenders may be “public-side” Revolving Credit Lenders (i.e., Revolving Credit Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arranger, the Issuer and the Revolving Credit Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Maintain Records. The Borrower Borrowers shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan PartiesBorrowers’ financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrowers at the close of, and its results of operations for, the periods in question, subject, however to usual year end adjustments and, with the exception of the Lead Borrower’s Consolidated annual statement, the absence of footnotes. (b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 5: or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the Consolidated financial condition of the Loan Parties Lead Borrower at the close of, and their the results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are either one of the so-called “Big 4” or other nationally recognized accounting firms (or any successor thereto), or are otherwise reasonably satisfactory to the Lender Lender, and instruct such accountants reasonably to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s the Borrowers’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. The parties hereto agree that BDO Xxxxxxx, the current certified public accountants of the Lead Borrower, shall be satisfactory to Lender for purposes of this Section 5.1(d). (e) Not change a Loan Partyany Borrower’s fiscal year for book accounting purposesyear, except in connection with an initial public offering of the Borrower’s capital stockthat any Borrower may change its fiscal year to a “retail” fiscal year.

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) I. At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question. (b) II. Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein. (c) III. At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) IV. At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) V. Not change a Loan Party’s fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s capital stock.

Maintain Records. The Borrower Borrowers shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan PartiesBorrowers’ financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrowers at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 6 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods (except as required by changes in GAAP) to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrowers at the close of, and their the results of operations for, the period(s) covered therein, (provided, however, that unaudited financial statements are subject to normal year end adjustments and to the absence of footnotes). (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender Agent and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Party’s the Borrowers’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the LenderAgent. (e) Not Within forty-five (45) days of the Restatement Effective Date, adjust the Fiscal Years of each of the Xxxxxxx’x Borrowers to be the same as Gander; thereafter, not change a Loan PartyBorrower’s fiscal year for book accounting purposes, except in connection with an initial public offering without the consent of the Borrower’s capital stockAgent. The Borrowers hereby acknowledge that (a) the Agent and/or the Arranger will make available to the Revolving Credit Lenders and the Term Loan Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Revolving Credit Lenders and the Term Loan Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby agree that so long as the Borrowers are the issuers of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Agent, the Arranger, the Issuer, the Revolving Credit Lenders and the Term Loan Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor. Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Maintain Records. The Borrower shall, and shall cause each Guarantor AWI to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ Borrower's and AWI's transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties Borrower and AWI at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties Borrower and AWI at the close of, and their results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s the Borrower's and AWI's financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) Not change a Loan Party’s the Borrower's or AWI's fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s 's capital stock.

Maintain Records. The Borrower shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender Agent with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year year-end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain Deloitte & Touche LLP, or such other independent certified public accountants who are reasonably satisfactory to the Lender Agent and the Required Lenders and instruct such accountants to fully cooperate with, and be available to, the Lender Agent to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) Not change a Loan Party’s fiscal year for book accounting purposes, except Agent. Agent shall give the Borrower an opportunity to participate in connection any discussions Agent has with an initial public offering of the Borrower’s capital stockcertified public accountant pursuant to this Section 5-1.

Maintain Records. The Borrower Borrowers shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ any Borrower’s transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrowers at the close of, and its results of operations for, the periods in question. (b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 9 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but GAAP, except for the absence of footnotes and year end adjustments)adjustments with respect to interim financial statements, applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties any Borrower at the close of, and their its results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender and shall cause Borrower’s audit committee to instruct such accountants to fully cooperate with, and be available to, the Lender to discuss a Loan Partyany Borrower’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. (e) Not change a Loan Partyany Borrower’s fiscal year for book accounting purposes, except in connection with an initial public offering of the year. (f) Not change any Borrower’s capital stocktaxpayer identification number.

Maintain Records. The Borrower Borrowers shall, and shall cause each Guarantor to: (a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ Borrowers' financial transactions, all in accordance with GAAP, GAAP applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the financial condition of the Loan Parties Borrowers at the close of, and its results of operations for, the periods in question, subject, however to usual year end adjustments and, with the exception of Alloy, Inc.'s Consolidated annual statement, the absence of footnotes. (b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 5: or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, periods to fairly reflect, in all material respects, reflect the Consolidated financial condition of the Loan Parties Borrowers at the close of, and their the results of operations for, the period(s) covered therein. (c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof. (d) At all times, retain independent certified public accountants who are either one of the so-called "Big 4" or other nationally recognized accounting firms (or any successor thereto), or are otherwise reasonably satisfactory to the Lender Lender, and instruct such accountants reasonably to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s the Borrowers' financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender. The parties hereto agree that BDO Xxxxxxx, the current certified public accountants of the Lead Borrower, shall be satisfactory to Lender for purposes of this Section 5.1(d). (e) Not change a Loan Party’s any Borrower's fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s capital stockyear.