Common use of Records, Schedules and Assignments of Accounts Clause in Contracts

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of AccountsSCHEDULE OF ACCOUNTS"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. EPI shall execute and deliver to Lender a Borrowing Base Certificate in the form attached hereto as Exhibit C on a monthly basis or, if requested by Lender, more frequently. PPI and APP shall execute and deliver to Lender a Borrowing Base Certificate in the form attached hereto as Exhibit C-1 on a monthly basis or, if requested by Lender, more frequently. Each Borrower shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, each Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all of its Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts that compose the Collateral and all payments and collections thereon thereon, and shall submit to Lender Administrative Agent on such periodic basis as Lender Administrative Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAdministrative Agent. On or before 9:00 a.m. (New York time) on the twentieth 2nd Business Day of each week from and after the date hereof, Borrower shall deliver a Borrowing Base Certificate to Administrative Agent; provided, however, that, so long as Availability is less than or equal to $1,500,000, Administrative Agent may require that Borrower deliver a Borrowing Base Certificate (20thincluding updated information concerning Eligible Inventory) on such frequency (including on a daily basis) as Administrative Agent may require. No later than 9:00 a.m. (New York time) on the 20th day of each month from and after the date hereof, Borrower shall deliver to LenderAdministrative Agent, in form acceptable and substance satisfactory to LenderAdministrative Agent, a detailed aged trial balance of all Accounts existing as of the last day Business Day of the immediately preceding monthweek, specifying the names, addresses, face value, dates of invoices invoices, and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAdministrative Agent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts so scheduled scheduled, and such other matters and information relating to the status of then existing Accounts as Lender Administrative Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars more than $250,000 of Accounts owed by any Account Debtor ($25,000together with its Affiliates) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAdministrative Agent, Borrower shall notify Lender Administrative Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAdministrative Agent, Borrower shall execute and deliver to Lender agings and Administrative Agent formal written assignments in favor of Collateral Agent of all of its Borrower's Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts that compose the Collateral and all payments and collections thereon thereon, and shall submit to Lender Administrative Agent on such periodic basis as Lender Administrative Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAdministrative Agent. On or before 9:00 a.m. (New York time) on the twentieth 2nd Business Day of each week from and after the date hereof, Borrower shall deliver a Borrowing Base Certificate to Administrative Agent; provided, however, that, so long as Availability is less than or equal to $1,500,000, Administrative Agent may require that Borrower deliver a Borrowing Base Certificate on such frequency (20thincluding on a daily basis) as Administrative Agent may require. No later than 9:00 a.m. (New York time) on the 20th day of each month from and after the date hereof, Borrower shall deliver to LenderAdministrative Agent, in form acceptable and substance satisfactory to LenderAdministrative Agent, a detailed aged trial balance of all Accounts existing as of the last day Business Day of the immediately preceding monthweek, specifying the names, addresses, face value, dates of invoices invoices, and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAdministrative Agent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts so scheduled scheduled, and such other matters and information relating to the status of then existing Accounts as Lender Administrative Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars more than $250,000 of Accounts owed by any Account Debtor ($25,000together with its Affiliates) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAdministrative Agent, Borrower shall notify Lender Administrative Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower occurrence, and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAdministrative Agent, Borrower shall execute and deliver to Lender agings and Administrative Agent formal written assignments in favor of Collateral Agent of all of its Borrower's Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower Each Loan ---------------------------------------------- Party shall keep accurate and complete records of its Accounts and all payments and collections thereon and thereon. Each Loan Party shall submit to Lender on such periodic basis Lender, as Lender shall request a sales soon as available and collections report for in no event later than the preceding period, in form satisfactory to Lender. On or before the twentieth fifteenth (20th15/th/) day of each month from and after the date hereof, Borrower and at any time on request of Lender within five (5) days of any such request, a receivables and collections report for the preceding month or the period specified in such request, as the case may be, each in form satisfactory to Lender. As soon as available and in no event later than the fifteenth (15/th/) day of each month from and after the date hereof, each Loan Party shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's -------------------- request therefor, copies of proof any reports to Account Debtors relating to the delivery of delivery and the original copy services or head counts of all documentsfacility populations, including, without limitation, repayment including payment 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 Lender shall reasonably request. In addition, Avalon shall notify Lender if Accounts of Avalon and its Subsidiaries in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000.00 become ineligible because they fall within are in one or more of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Accounts. Avalon shall notify Lender of such occurrence on of the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender at any time after the occurrence and during the continuation of a Default or an Event of Default, Borrower each Loan Party shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall execute and deliver to Agent a Borrowing Base Certificate in the form attached hereto as Exhibit C, on a monthly basis on the sixteenth day of each fiscal month of Borrower or, if requested by Agent, more frequently or at Borrower's option, semi-monthly. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) sixteenth day of each month from and after the date hereof, Borrower shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed summary aged trial balance of all of its Accounts (unless Agent requests full details) existing as of the last day of the preceding fiscal month, specifying specifying, if and to the extent requested by Agent, the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Two Hundred Thousand Dollars ($25,000200,000) become ineligible because they fall are all within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower shall notify Lender Agent of such occurrence on the first Business Day following the day date on which Borrower knows or reasonably should have known of such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or dailyon a monthly basis or, if requested by Agent, more frequently, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth fifteenth (20th15th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("“Schedule of Accounts"), and, upon Lender's ’s request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 200,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise reasonably established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth fifteenth (20th15th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's reasonable request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower ---------------------------------------------- shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On Borrower shall also provide to Lender on or before the twentieth (20th) 20th day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lendermonth, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), ) and the basis on which such Schedules of Accounts are prepared and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, including repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of 1,500,000 cease to be Eligible Accounts in whole or otherwise established by Lenderin part, Borrower shall notify Lender of such occurrence on the first promptly (and in any event within 2 Business Day following the day Days) after Borrower's having obtained knowledge of such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Upon Lender's written request, Borrower shall execute and promptly deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related theretoto all of its Accounts.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if at any time following the Closing Date, Accounts in an aggregate face amount in excess of Twenty-Five Hundred Thousand Dollars ($25,000500,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Lender, on such periodic basis as Lender shall request request, a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, addresses and face value, with respect to both Accounts and the dates of invoices and due dates for each Account Debtor obligated on an Account so listed listed, a separate list of the largest five accounts and an Accounts reconciliation which reconciles Accounts aging to Accounts on Borrower's general ledger ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 150,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition respective definitions of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall ---------------------------------------------- keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) day of each month from and after the date hereofUpon Lender's request, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the month preceding monthsuch request, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts")listed, and, upon Lender's request therefor, copies of proof of delivery delivery, copies of invoices and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on no later than the first Business Day seventh calendar day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be automatically and immediately adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower Restoration ---------------------------------------------- shall keep accurate and complete records of its TI Accounts and all payments and collections thereon and shall submit to Agent on such periodic basis as Agent shall reasonably request a report with respect thereto for the preceding period, in form reasonably satisfactory to Agent. Michael's shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Michael's shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 50,000 included in the Michael's Borrowing Base become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower Michael's shall notify Lender Agent of such occurrence on the first Business Day within one week following the day such occurrence becomes known to Borrower and the Michael's Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower Michael's shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lenderthereon. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Borrowers shall deliver to Lender, in form acceptable to Lender, a collections report for the preceding month and a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 250,000 become newly ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Borrowers shall notify Lender of such occurrence on no later than the first sixth Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Borrowers shall, if requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or dailyfrom time to time, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Borrowers shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if at any time following the Closing Date, Accounts in an aggregate face amount in excess of Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000250,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Borrowers shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, each Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower Borrowers shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if at any time following the Closing Date, Accounts in an aggregate face amount in excess of Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000250,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, each Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower Drilling LP shall keep accurate and complete records of its the Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Drilling LP shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 350,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Drilling LP shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower Drilling LP and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower Drilling LP shall execute and deliver to Lender agings and formal written assignments of all of its the Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower Borrowers shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of AccountsSCHEDULE OF ACCOUNTS"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if either Borrower becomes aware of Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become 250,000 becoming ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Borrowers shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower Borrowers shall execute and deliver to Lender agings and formal written assignments of all of its their Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender daily or on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed listed, and, with respect to all Accounts subject to the Assignment of Claims Act of 1940, as amended, a listing of all contracts, contracting officers, addresses, contract numbers and other information reasonably required by Lender with respect thereto ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 25,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto. On a monthly basis or more frequently as may be requested by Lender, Borrower shall prepare, sign and file notices and assignments with respect to all Accounts subject to the Assignment of Claims Act of 1940, as amended.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 1,000,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall reasonably request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth thirtieth (20th30th) day of each month from and after the date hereof, Borrower shall deliver to LenderAgent, in form reasonably acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices addresses and due dates book value for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery of inventory and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount at any time any Account with a book value in excess of Twenty-Five Hundred Thousand Dollars ($25,000500,000.00) become that was represented as an Eligible Account on the immediately preceding Borrowing Base Certificate becomes ineligible because they fall it falls within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAccounts, Borrower shall notify Lender Agent of such occurrence on no later than the first third (3rd) Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender agings and Agent, for the ratable benefit of Lenders, formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request indicated herein a daily sales and collections report for the preceding periodreport, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports for invoices in excess of $50,000 relating to the Accounts so scheduled and such other matters and information relating to the status of then existing Accounts as Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 50,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.. 27 6.2.2

Records, Schedules and Assignments of Accounts. Borrower shall execute and deliver to Agent a Borrowing Base Certificate in the form attached hereto as Exhibit C on a weekly basis or, if as determined by Agent on a more frequent basis. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) 25th day of each month from and after the date hereofClosing Date, Borrower shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. The foregoing notwithstanding, Borrower shall make the deliveries required by the preceding sentence on or before the 15th day of each month, if for the immediately preceding month average Availability was less than $4,000,000 or if so requested by Agent upon reasonable notice to Borrower. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or dailyperiodically, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice invoices registers related thereto."

Records, Schedules and Assignments of Accounts. Borrower shall ---------------------------------------------- keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably requestrequest including without limitation, weekly unbilled Accounts reports. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 50,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its the Accounts of such Borrower and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall reasonably request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth thirtieth (20th30th) day of each month from and after the date hereof, Borrower Borrowers shall deliver to LenderAgent, in form reasonably acceptable to LenderAgent, a detailed aged trial balance of all Accounts of Borrowers existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices addresses and due dates book value for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery of inventory and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount at any time any Account with a book value in excess of Twenty-Five Two Hundred Thousand Dollars ($25,000200,000.00) become that was represented as an Eligible Account on the immediately preceding Borrowing Base Certificate becomes ineligible because they fall it falls within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAccounts, Borrower Borrowers shall notify Lender Agent of such occurrence on no later than the first third (3rd) Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, each Borrower shall execute and deliver to Lender agings and Agent, for the ratable benefit of Lenders, formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On Borrower shall also provide to Lender on or before the twentieth (20th) 20th day of each month from and after the date hereofmonth, Borrower shall deliver to Lender, in form acceptable to Lender, (i) a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), ) and the basis on which such Schedules of Accounts are prepared and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, including repayment 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 Lender shall reasonably requestrequest and (ii) a detailed aged payables balance of all trade payables existing as of the last day of the preceding month. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of 50,000 cease to be Eligible Accounts in whole or otherwise established by Lenderin part, Borrower shall notify Lender of such occurrence on the first promptly (and in any event within 2 Business Day following the day Days) after Borrower's having obtained knowledge of such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Upon Lender=s written request, Borrower shall execute and promptly deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related theretoto all of its Accounts.

Records, Schedules and Assignments of Accounts. Borrower Borrowers shall keep accurate and complete records of its their Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Borrowers shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Borrowers shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower Borrowers shall execute and deliver to Lender agings and formal written assignments of all of its their Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall execute and deliver to Lender a Borrowing Base Certificate in the form attached hereto as Exhibit C on a monthly basis or, if requested by Lender, more frequently. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all of its Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall reasonably request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Fifty Thousand Dollars ($25,00050,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAccounts, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If Borrower becomes aware that any of its Accounts have become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts, Borrower shall provide Agent with written notice of such ineligible Accounts at the time of submission of the next Schedule of Accounts, explaining in detail the nature of such ineligible Accounts and the amounts thereof. If requested by LenderAgent, Borrower shall execute and deliver to Lender Agent agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On the Closing Date and on or before the twentieth (20th) day of each month from and after the date hereof, each Borrower shall deliver to Lender, in form acceptable to LenderLender (i) a detailed aged trial balance of Borrowers' accounts payable existing as of the last day of the preceding month, (ii) a detailed aged trial balance of all Accounts existing as of the last day of the preceding monthmonth in a form reasonably satisfactory to Lender, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), ) and, (iii) upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 500,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower Borrowers shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender upon the occurrence and during the continuance of an Event of Default, each Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower Each Loan Party shall keep accurate and complete records of its Accounts and all payments and collections thereon and thereon. Each Loan Party shall submit to Lender on such periodic basis Lender, as Lender shall request a sales soon as available and collections report for in no event later than the preceding period, in form satisfactory to Lender. On or before the twentieth fifteenth (20th15th) day of each month from and after the date hereof, Borrower and at any time on request of Lender within five (5) days of any such request, a receivables and collections report for the preceding month or the period specified in such request, as the case may be, each in form satisfactory to Lender. As soon as available and in no event later than the fifteenth (15th) day of each month from and after the date hereof, each Loan Party shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof any reports to Account Debtors relating to the delivery of delivery and the original copy services or head counts of all documentsfacility populations, including, without limitation, repayment including payment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderLender at any time after the occurrence and during the continuation of a Default or an Event of Default, Borrower each Loan Party shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request request, but no less frequently than once per week, a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's reasonable request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if in the event that, during the period between the submission of Schedules of Accounts, Eligible Accounts in an aggregate face amount in excess equal to ten percent (10%) of Twenty-Five Thousand Dollars ($25,000) all Eligible Accounts become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower occurrence, and the Borrowing Base thereupon shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 250,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrowers, on a Consolidated basis, shall execute and deliver to Agent a Borrowing Base Certificate in the form attached hereto as EXHIBIT C, on a monthly basis, commencing with the month specified in the Borrowing Base Change Notice, or, if requested by Agent after the Borrowing Base Change Date, more frequently. Each Borrower shall, and shall cause each Subsidiary to, keep accurate and complete records of its respective Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower Borrowers shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed summary aged trial balance balance, on a Consolidated basis, of all of Accounts of Borrowers and their respective Subsidiaries (and, if Agent requests on a Borrower by Borrower and Subsidiary by Subsidiary basis) existing as of the last day of the preceding monthmonth ("SCHEDULE OF ACCOUNTS"), specifying specifying, if and to the extent requested by Agent, the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts")listed, and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if at any time after the Borrowing Base Change Date Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000 become ineligible because they fall are all within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower Borrxxxx xxxll, and shall cause each Subsidiary to, execute and deliver to Lender agings and Agent formal written collateral assignments of all of its Accounts weekly or dailyon a monthly basis or, if requested by Agent, more frequently, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower Borrowers shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("“Schedule of Accounts"”), and, upon Lender's Agent’s request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if at any time following the Closing Date, Accounts in an aggregate face amount in excess of Twenty-Five Two Hundred Fifty Thousand and 00/100 Dollars ($25,000250,000.00) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, each Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Each Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender Agent on such periodic basis as Lender Agent shall request a sales and collections report for the preceding period, in form satisfactory to LenderAgent. On or before the twentieth (20th) day of each month from and after the date hereof, Borrower Borrowers shall deliver to LenderAgent, in form acceptable to LenderAgent, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon LenderAgent's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 500,000.00 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by LenderAgent, Borrower Borrowers shall notify Lender Agent of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by LenderAgent, Borrower Borrowers shall execute and deliver to Lender agings and Agent for the Pro Rata benefit xx Xxxxxrs formal written assignments of all of its the Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales Agent detailed (i) sales, credits and collections report for reports as of the preceding period, in form satisfactory to Lender. On or before 15th day and the twentieth (20th) last day of each month within five (5) Business Days after each such date (provided that, if Excess Availability is at any time less than $10,000,000, then such reports shall be delivered weekly), and (ii) monthly reports within twenty (20) days after each month's end, with respect to (a) Accounts aging, (b) Accounts that are ineligible for inclusion in the Borrowing Base, (c) Accounts concentration (top five Accounts), and (d) reconciliation of the Borrower's trial balance Accounts figure to its general ledger. Concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4, or more frequently as reasonably requested by Agent, from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, Agent a detailed aged trial balance of all Accounts existing as of the last day of the preceding monthits Accounts, specifying the names, addresses, face valuevalues, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, and upon LenderAgent's request therefortherefor in conjunction with a field exam, or at any time that a Default or Event of Default has occurred and is continuing, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender Agent shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender deliver to Agent, not less than annually, a detailed listing of such occurrence on all Account Debtors, including, without limitation, the first Business Day following the day such occurrence becomes known to Borrower addresses and the Borrowing Base shall thereupon be adjusted to reflect such occurrencephone numbers thereof. If requested by LenderAgent, Borrower shall execute and deliver to Lender agings and Agent formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if at any time following the Closing Date, Accounts in an aggregate face amount in excess of Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000250,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth tenth (20th10th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts and accounts payable existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account and the same information for Borrower's accounts payable so listed ("Schedule of AccountsSCHEDULE OF ACCOUNTS"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment histories and present status reports relating to the Accounts and accounts payable so scheduled and such other matters and information relating to the status of then existing Accounts and the same information for Borrower's accounts payable as Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth fifteenth (20th15th) day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed detailed, aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 25,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefortherefore, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower and the Borrowing Base shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.

Records, Schedules and Assignments of Accounts. Borrower shall keep accurate and complete records of its Accounts and all payments and collections thereon and shall submit to Lender on such periodic basis as Lender shall may reasonably request a sales and collections report for the preceding period, in form satisfactory to Lender. On or before the twentieth (20th) fifteenth day of each month from and after the date hereof, Borrower shall deliver to Lender, in form acceptable to Lender, a detailed aged trial balance of all Accounts existing as of the last day of the preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account Debtor 16 obligated on an Account so listed ("Schedule of Accounts"), and, upon Lender's request therefor, copies of proof of delivery and the original copy of all documents, including, without limitation, repayment 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 Lender shall reasonably request. In addition, if in the event that, during the period between the submission of Schedules of Accounts, Eligible Accounts in an aggregate face amount in excess of Twenty-Five Thousand Dollars ($25,000) 100,000 become ineligible because they fall within one of the specified categories of ineligibility set forth in the definition of Eligible Accounts or otherwise established by Lender, Borrower shall notify Lender of such occurrence on the first Business Day following the day such occurrence becomes known to Borrower occurrence, and the Borrowing Base thereupon shall thereupon be adjusted to reflect such occurrence. If requested by Lender, Borrower shall execute and deliver to Lender agings and formal written assignments of all of its Accounts weekly or daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto.