Common use of Management Report Clause in Contracts

Management Report. Together with each delivery of financial statements pursuant to subdivisions (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(3) below, Borrower shall deliver a management report: (1) describing the operations and financial condition of Borrower and its Subsidiaries for the relevant period then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period and year-to-date periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period and year-to-date period in the previous Fiscal Year, in each case setting forth the variances between the figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) and (C) of Section 5.1, Borrower shall deliver to Agent a certificate, which shall be satisfactory in form and substance to Agent, of a chief financial officer, director of finance, chief executive officer or president of Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower and its Subsidiaries, on a Consolidated basis, as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments), (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent pursuant to Section 5.16.

Management Report. Together with each delivery of financial statements of Borrower and its Consolidated Subsidiaries pursuant to subdivisions subsections (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(35.1 (E)(3) below, Borrower shall and its Consolidated Subsidiaries will deliver a management report: (1) describing the operations and financial condition of Borrower and its Consolidated Subsidiaries for the relevant period month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period monthly and year-to-date (or yearly, if applicable) periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent Lender under Section 5.1(F5.1(f) below) and (y) the corresponding figures for the corresponding figures for the comparable period monthly and year-to-date (or yearly, if applicable) period in the previous Fiscal Year, in each case setting forth the variances between the current figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the applicable Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery 6.18; (4) a copy of financial statements, pursuant any written statements or reports made to subdivisions (B) the Senior Working Capital Lenders during the period under review; and (C5) a true and complete copy of Section 5.1, the applicable month end borrowing base certificate delivered by Borrower shall deliver to Agent a certificate, which the Senior Working Capital Lenders. The information above shall be presented in reasonable detail and shall be certified (the “Officer’s Certificate”) (which such Officer’s Certificate shall be reasonably satisfactory to Lender in form and substance to Agent, substance) on behalf of a Borrower and its Consolidated Subsidiaries by the chief financial officer, director of finance, chief executive officer or president of Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower and its Subsidiaries, on a Consolidated basis, Subsidiaries as at the dates and for the periods indicated (subject to, to normal and recurring adjustments that individually and in the case of financial statements delivered pursuant aggregate are not material to Section 5.1(B), the absence of footnotes and customary year-end adjustments)business, (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Consolidated Subsidiaries propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent pursuant to Section 5.16such changes in circumstances of Borrower and its Consolidated Subsidiaries that are expressly permitted under this Agreement.

Management Report. Together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to subdivisions (A), (B) and (C) of this Section subsection 5.1, except as specified otherwise in Section 5.1(E)(3) below, Borrower shall will deliver a management discussion and analysis report: : (1) describing the operations and financial condition of Borrower and its Subsidiaries for the relevant quarterly accounting period of Borrower then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period and year-to-date periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period and year-to-date period in periods of the previous Fiscal Year, in each case setting forth the variances between the figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the Projections or projections most recent Budgets for the current Fiscal Year delivered to Lenders pursuant to 5.1(P); (3) discussing the reasons for any significant variations; (4) [including a report on sales revenue and prior Fiscal Yearcontribution to profits on a regional basis (including comparisons of same store revenue activity month-to- month)]; and (35) with respect only to the financial statements to be delivered pursuant to subdivisions (B) including a report on new stores, closed stores and (C) relocated stores of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified Borrower and its Subsidiaries in Section 5.21such detail as Agent may reasonably request. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) and (C) of Section 5.1, Borrower shall deliver to Agent a certificate, which The information above shall be satisfactory presented in form reasonable detail and substance to Agent, of shall be certified by a chief financial officer, director of finance, chief executive officer or president of Borrower Financial Officer to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower and its Subsidiaries, on a Consolidated basis, Subsidiaries as at the dates and for the periods indicated (subject to, in indicated. Together with each delivery of the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments), (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries propose pursuant to take or have taken subdivision (B) of this subsection 5.1, Borrower will deliver cycle counts and shrink performance data with respect theretoto Borrower and its Subsidiaries in such form, scope and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects detail as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent pursuant to Section 5.16shall request.

Management Report. Together with each delivery of financial statements of Borrower pursuant to subdivisions (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(3) below, Borrower shall will deliver a management report: (1) describing the operations and financial condition of Borrower and its Subsidiaries for the relevant period month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period monthly and year-to-date (or yearly, if applicable) periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent Lender under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period monthly and year-to-date (or yearly, if applicable) period in the previous Fiscal Year, in each case setting forth the variances between the current figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the applicable Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.216.16. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) and (C) of Section 5.1, Borrower shall deliver to Agent a certificate, which The information above shall be satisfactory presented in reasonable detail and shall be certified (the “Officer’s Certificate”) (which such Officer’s Certificate shall be in form and substance satisfactory to Agent, Lender) on behalf of a Borrower by the chief financial officer, director of finance, chief executive officer or president of Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower and its Subsidiaries, on a Consolidated basis, as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments)indicated, (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent Lender pursuant to Section 5.165.14, and (z) for such changes in circumstances of Borrower that are expressly permitted under this Agreement.

Management Report. Together with each delivery of financial statements of Borrowers and their consolidated Subsidiaries pursuant to subdivisions (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(35.1(F) below, Borrower shall Loan Parties will deliver a management report: (1) describing the operations and financial condition of Borrower Borrowers and its their consolidated Subsidiaries for the relevant period month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period monthly and year-to-date (or yearly, if applicable) periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent Lender under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period monthly and year-to-date (or yearly, if applicable) period in the previous Fiscal Year, in each case setting forth the variances between the current figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the applicable Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) 6.18; and (C4) a copy of Section 5.1, Borrower shall deliver any written statements or reports made to Agent a certificate, which Senior Lien Lender during the period under review. The information above shall be satisfactory presented in reasonable detail and shall be certified (the “Officers Certificate”) (which such Officer’s Certificate shall be in form and substance satisfactory to Agent, Lender) on behalf of a Loan Parties by the chief financial officer, director of finance, chief executive officer or president of Borrower Borrowers to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower Borrowers and its Subsidiaries, on a Consolidated basis, their consolidated Subsidiaries as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments)indicated, (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries Loan Parties propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent Lender pursuant to Section 5.165.15, and (z) for such changes in circumstances of Loan Party’s and their Subsidiaries that are expressly permitted under this Agreement.

Management Report. Together with each delivery of financial statements of Borrowers and their consolidated Subsidiaries pursuant to subdivisions (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(3) below, Borrower shall Borrowers will deliver a management reportreport to Agent: (1) describing the operations and financial condition of Borrower Borrowers and its their consolidated Subsidiaries for the relevant period month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); and (2) setting forth in comparative form (x) the corresponding figures for such relevant period monthly and year-to-date (or yearly, if applicable) periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent under Section 5.1(F) 5.1 below) and (y) the corresponding figures for the corresponding figures for the comparable period monthly and year-to-date (or yearly, if applicable) period in the previous Fiscal Year, in each case setting forth the variances between the current figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the applicable Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) and (C) of Section 5.1, Borrower shall deliver to Agent a certificate, which The information above shall be satisfactory presented in reasonable detail and shall be certified (the “Officer’s Certificate”) (which such Officer’s Certificate shall be in form and substance reasonably satisfactory to Agent, ) on behalf of a Borrowers by the chief financial officer, director of finance, chief executive officer or president of each Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower Borrowers and its Subsidiaries, on a Consolidated basis, their consolidated Subsidiaries as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments)indicated, (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries Borrowers propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent pursuant to Section 5.165.14, and (z) for such changes in circumstances of Borrowers and their Subsidiaries that are expressly permitted under this Agreement.

Management Report. Together with each delivery of financial statements pursuant to subdivisions (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(3) below, Borrower shall deliver a management report: (1) describing the operations and financial condition of Borrower and its Subsidiaries for the relevant period then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period and year-to-date periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period and year-to-date period in the previous Fiscal Year, in each case setting forth the variances between the figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery of financial statements, pursuant to subdivisions (B) and (C) of Section 5.1, Borrower shall deliver to Agent a certificate, which shall be satisfactory in form and substance to Agent, of a chief financial officer, director of finance, chief executive officer or president of Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower and its Subsidiaries, on a Consolidated basis, as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B5.1(A) and (B), the absence of footnotes and customary year-end adjustments), (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower and its Subsidiaries propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent pursuant to Section 5.16.

Management Report. Together with each delivery of financial statements of the Credit Parties pursuant to subdivisions subsections (A), (B) and (C) of this Section 5.1, except as specified otherwise in Section 5.1(E)(35.1 (E)(3) below, Borrower shall will deliver a management report: (1) describing the operations and financial condition of Borrower the Credit Parties and its their Subsidiaries for the relevant period month then ended and the portion of the current Fiscal Year then elapsed (or for the Fiscal Year then ended in the case of year-end financials); (2) setting forth in comparative form (x) the corresponding figures for such relevant period monthly and year-to-date (or yearly, if applicable) periods as set forth in the Projections (or, if applicable, the yearly projections delivered to Agent Lender under Section 5.1(F) below) and (y) the corresponding figures for the corresponding figures for the comparable period monthly and year-to-date (or yearly, if applicable) period in the previous Fiscal Year, in each case setting forth the variances between the current figures for the relevant period then ended and the portion of the current Fiscal Year and the corresponding figures from the applicable Projections or projections and prior Fiscal Year; and (3) with respect only to the financial statements to be delivered pursuant to subdivisions (B) and (C) of this Section 5.1, setting forth a schedule showing the calculation of the financial covenants specified in Section 5.21. In addition, together with each delivery 6.18; (4) a copy of financial statements, pursuant any written statements or reports made to subdivisions (B) Senior Lender during the period under review; and (C5) a true and complete copy of Section 5.1, the applicable month end borrowing base certificate delivered by Borrower shall deliver to Agent a certificate, which Senior Lender. The information above shall be presented in reasonable detail and shall be certified (the “Officer’s Certificate”) (which such Officer’s Certificate shall be reasonably satisfactory to Lender in form and substance to Agent, substance) on behalf of a the Credit Parties and their Subsidiaries by the chief financial officer, director of finance, chief executive officer or president of Borrower to the effect that (i) such information is accurate and complete in all material aspects or, in the case of financial statements, fairly presents the results of operations and financial condition of Borrower the Credit Parties and its Subsidiaries, on a Consolidated basis, their Subsidiaries as at the dates and for the periods indicated (subject to, in the case of financial statements delivered pursuant to Section 5.1(B), the absence of footnotes and customary year-end adjustments)indicated, (ii) as of the date of such certification, there does not exist any Default or Event of Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which Borrower the Credit Parties and its their Subsidiaries propose to take or have taken with respect thereto, and (iii) the representations and warranties contained in this Agreement and in the other Loan Documents remain in full force and effect and are true and accurate in all respects as of the date of delivery of the management report, except (x) to the extent such representations and warranties relate solely and expressly to an earlier date, and (y) for revisions or updates to any Schedule(s) approved by Agent Lender pursuant to Section 5.16, and (z) for such changes in circumstances of the Credit Parties and their Subsidiaries that are expressly permitted under this Agreement.