Common use of Records and Schedules of Accounts Clause in Contracts

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) day of each month, a detailed aged trial balance of all Accounts as of the end of the immediately preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request; provided, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If Accounts in an aggregate face amount of $7,500,000 or more cease to be Eligible Accounts per month, Borrower shall notify Agent of such occurrence within three (3) Business Days after Borrower has knowledge thereof.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to the Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as the Collateral Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to the Collateral Agent; provided that Collateral Agent shall not request such report more than once during any 30 day period for so long as no Event of Default exists. Each Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) Collateral Agent on or before the 20th day of each month, (i) a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”), amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery(ii) upon the Collateral Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled, (iii) a reconciliation of the Borrowers’ Accounts aging report to the Borrowers’ general ledger and applicable Borrowing Base Certificates delivered to the Collateral Agent and (iv) such other matters and information relating to the status of then existing Accounts as the Collateral Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,500,000 cease to be Eligible Accounts per monthin whole or in part, Borrower Borrowers shall notify the Collateral Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Borrower’s having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall request a “Sales and Collections Report” for the preceding period, in the form attached as Exhibit N. Borrowers shall also provide to Agent, as soon as available and in any event by no later than Agent on or before the twenty-fifth (25th) 15th day of each month, Fiscal Month a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding monthFiscal Month, specifying the names, face value and dates of invoices for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 4,000,000 (unless a Collateral Documentation Trigger Event has occurred, in which case such aggregate face amount shall be $2,000,000) cease to be Eligible Accounts per monthin whole or in part on account of discounts, Borrower disputes, returns, Insolvency Proceedings or Liens, Borrowers shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrowers’ Knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence and at Borrowers’ option, Borrowers may submit an updated Borrowing Base Certificate reflecting such adjustments. Upon the reasonable request of Agent, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Agent. Borrower Borrowers shall also provide to Agent, as soon as available and in any event by no later than Agent on or before the twenty-fifth (25th) 20th day of each monthmonth (i) a list and other detailed information, in form satisfactory to Agent, of all Bonded Contracts and Bonded Accounts which shall specify the issuer of the Surety Bond issued in connection therewith, (ii) a “WIP Report” substantially in the form of Schedule 7.2.1 attached hereto, and (iii) upon Agent’s request, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”) (provided, amounthowever, invoice date and due datethat at Agent’s discretion, showing any discountAgent may require that Borrowers report this information on a twice monthly basis), allowanceand, credit, authorized return or dispute, and including such proof of deliveryupon Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,000,000 cease to be Eligible Accounts per month(other than by virtue of aging) in whole or in part, Borrower Borrowers shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after any Borrower’s having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Upon Agent’s request, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, Lender on such periodic basis as Agent may reasonably requestLender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. Borrower shall also provide to Agent, as soon as available and in any event by no later than On or before the twenty-fifth (25th) 20th day of each monthmonth from and after the date hereof, Borrowers shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon Lender's request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may Lender shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 100,000 cease to be Eligible Accounts per monthin whole or in part, Borrower Borrowers shall notify Agent Lender of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrowers' having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. At the request of Lender made at any time, each Borrower has knowledge thereofshall deliver to Lender copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Agent. Borrower Borrowers shall also provide to Agent, as soon as available and in any event by no later than Agent on or before the twenty-fifth (25th) 20th day of each monthmonth (i) a list and other detailed information, in form satisfactory to Agent, of all Bonded Contracts and Bonded Accounts which shall specify the issuer of the Surety Bond issued in connection therewith, (ii) a “WIP Report” substantially in the form of Schedule 7.2.1 attached hereto, and (iii) upon Agent’s request, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”) (provided, amounthowever, invoice date and due datethat at Agent’s discretion, showing any discountAgent may require that Borrowers report this information on a twice monthly basis), allowanceand, credit, authorized return or dispute, and including such proof of deliveryupon Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,000,000 cease to be Eligible Accounts per month(other than by virture of aging) in whole or in part, Borrower Borrowers shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after any Borrower’s having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Upon Agent’s request, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may shall reasonably requestrequest (but no less frequently than monthly) a sales and collections report for the preceding period, in form satisfactory to Agent. Borrower shall also provide to Agent, as soon as available and in any event by no later than Agent on or before the twenty-fifth (25th) 20th day of each month, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amountand, invoice date and due date, showing upon Agent's request therefor in order to verify the validity or enforce the collection of any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryAccount, copies of invoices proof of delivery and invoice registers, copies the original copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 100,000 cease to be Eligible Accounts per monthin whole or in part, Borrower shall notify Agent of such occurrence promptly (and, in any event, within three (32 Business Days) Business Days after Borrower's having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respectsAccounts, including all payments and collections thereon, and shall submit to Agent and Co-Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent and Co-Collateral Agent, on such periodic basis as Agent and Co-Collateral Agent may reasonably request. Each Borrower shall also provide to Agent and Co-Collateral Agent, as soon as available and in any event by no later than on or before the twenty-fifth (25th) 15th day of each month, a detailed aged trial balance of all Accounts as of the end of the immediately preceding month, specifying each Account’s Account Debtor name in the form customarily maintained by Borrowers and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request; provided, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If Accounts in an aggregate face amount of $7,500,000 1,000,000 or more cease to be Eligible Accounts per monthAccounts, Borrower Borrowers shall notify Agent and Co-Collateral Agent of such occurrence promptly (and in any event within three (3) Business Days Days) after any Borrower has knowledge thereof. Within 180 days after the Closing Date, Borrowers shall put into effect a system of maintaining records, satisfactory to Agent, which segregates those Accounts encumbered pursuant to Vessel Lease Agreements from all other Accounts; provided, that the failure of Borrowers to do so shall not constitute a Default or an Event of Default hereunder; provided, further, that if such system is not in effect within such period Agent may establish additional reserves in respect of Accounts as provided in the definition of Vessel Lease Accounts Reserve.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep --------------------------------- accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall also provide request a sales and collections report for the preceding period, in form satisfactory to Agent, as soon as available and in any event by no later than . On or before the twenty-fifth (25th) 20th day of each monthmonth from and after the date hereof, Borrower shall deliver to Agent and Lenders, in form acceptable to Agent and Lenders, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon Agent's request therefor, copies of invoices proof of delivery and invoice registers, copies the original copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 100,000 cease to be Eligible Accounts per monthin whole or in part, Borrower shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower's having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. At the request of Agent made at any time, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall request a “Sales and Collections Report” for the preceding period, in the form attached as Exhibit N. Borrowers shall also provide to Agent, as soon as available and in any event by no later than Agent on or before the twenty-fifth (25th) 15th day of each month, Fiscal Month a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding monthFiscal Month, specifying the names, face value and dates of invoices for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 4,000,000 (unless an Activation Period has occurred and is continuing, in which case such aggregate face amount shall be $2,000,000) cease to be Eligible Accounts per monthin whole or in part on account of discounts, Borrower disputes, returns, Insolvency Proceedings or Liens, Borrowers shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrowers’ Knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence and at Borrowers’ option, Borrowers may submit an updated Borrowing Base Certificate reflecting such adjustments. Upon the reasonable request of Agent, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall also provide request a sales and collections report for the preceding period, in form satisfactory to Agent, as soon as available and in any event by no later than . On or before the twenty-fifth (25th) 20th day of each monthmonth from and after the date hereof, Borrower shall deliver to Agent and Lenders, in form acceptable to Agent and Lenders, a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon Agent's request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 200,000 cease to be Eligible Accounts per monthin whole or in part, Borrower shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower's having obtained knowledge of such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. At the request of Agent made at any time, each Borrower has knowledge thereofshall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to DIP Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as DIP Agent may reasonably requestshall request a “Sales and Collections Report” for the preceding period, in the form mutually agreed upon. Borrower Borrowers shall also provide to Agent, as soon as available and in any event by no later than DIP Agent on or before the twenty-fifth (25th) 15th day of each month, Fiscal Month a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding monthFiscal Month, specifying the names, face value and dates of invoices for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”), amountand, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of deliveryupon DIP Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as DIP Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,000,000 cease to be Eligible Accounts per monthin whole or in part on account of discounts, Borrower disputes, returns, Insolvency Proceedings or Liens, Borrowers shall notify DIP Agent of such occurrence promptly (and in any event within three two (32) Business Days Days) after Borrowers’ Knowledge of such occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence, and, at Borrowers’ option, Borrowers may submit an updated Borrowing Base Certificate reflecting such adjustments. Upon the request of DIP Agent, each Borrower has knowledge thereofshall deliver to DIP Agent copies of invoices or invoice registers related to all of such Borrower's Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor Obligor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Agent. Borrower Each Obligor shall also provide to Agent on or before the 25th day of each month, a summary aging of all Accounts existing and lists specifying the names, outstanding face amounts of Accounts of the 10 Account Debtors owing the largest amounts of Accounts and of the 10 largest Approved Account Debtors, all as of the last day of such preceding month (collectively, the "Schedule of Accounts"). Each Obligor shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) day of each monthupon Agent's request therefor, a detailed aged trial balance of for all Accounts as of specifying the end of the immediately preceding monthnames, specifying each Account’s Account Debtor name addresses, face value and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies dates of invoices and invoice registers, due dates for each Account Debtor on an Account so listed and copies of related proof of delivery of Inventory and a copy of all documents, including repayment histories, histories and present status reports relating to the Accounts on the Schedule of Accounts or the detailed aged trail balance and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 5,000,000 shall cease to be Eligible Accounts per monthin whole or in part, Borrower Obligors shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Obligor's having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Each Obligor shall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor Obligor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to Agent. Borrower Each Obligor shall also provide to Agent on or before the 25th day of each month, a summary aging of all Accounts existing and lists specifying the names, outstanding face amounts of Accounts of the 10 Account Debtors owing the largest amounts of Accounts and of the 10 largest Approved Account Debtors, all as of the last day of such preceding month (collectively, the “Schedule of Accounts”). Each Obligor shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) day of each monthupon Agent’s request therefor, a detailed aged trial balance of for all Accounts as of specifying the end of the immediately preceding monthnames, specifying each Account’s Account Debtor name addresses, face value and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies dates of invoices and invoice registers, due dates for each Account Debtor on an Account so listed and copies of related proof of delivery of Inventory and a copy of all documents, including repayment histories, histories and present status reports relating to the Accounts on the Schedule of Accounts or the detailed aged trail balance and such other matters and information relating to the status of then existing Accounts as Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 5,000,000 shall cease to be Eligible Accounts per monthin whole or in part, Borrower Obligors shall notify Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Obligor’s having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. Each Obligor shall deliver to Agent copies of invoices or invoice registers related to all of its Accounts.

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to the Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as the Collateral Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to the Collateral Agent; provided that Collateral Agent shall not request such report more than once during any 30 day period for so long as no Event of Default exists. Each Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) Collateral Agent on or before the 20th day of each month, (i) a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery(ii) upon the Collateral Agent's request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled, (iii) a reconciliation of the Borrowers' Accounts aging report to the Borrowers' general ledger and applicable Borrowing Base Certificates delivered to the Collateral Agent and (iv) such other matters and information relating to the status of then existing Accounts as the Collateral Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,500,000 cease to be Eligible Accounts per monthin whole or in part, Borrower Borrowers shall notify the Collateral Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Borrower's having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence.