Common use of Borrowing Base Reporting Clause in Contracts

Borrowing Base Reporting. (a) Furnish to the Co-Collateral Agents and the Administrative Agent (for distribution to each Lender through the Administrative Agent): (i) a Balance Sheet Certificate, in no event later than 20 days after the end of each month for the month most recently ended, together with the internally generated monthly consolidated financial statements (including balance sheet) of the Borrower and its Subsidiaries. (ii) a Borrowing Base Certificate, in no event later than 20 days after the end of each month for the month most recently ended if the aggregate Revolving Exposures of the Revolving Lenders at any time during such month was equal to or greater than $30,000,000. (iii) a Borrowing Base Certificate for the first full fiscal quarter after the Effective Date and for each quarter thereafter, in no event later than 20 days after the end of each quarter for the quarter most recently ended. (b) Each monthly Balance Sheet Certificate delivered to the Co-Collateral Agents pursuant to this Section 5.16 shall be accompanied by such supporting information regarding Inventory, Receivables and Equipment of the Loan Parties as the Co-Collateral Agents may request. (c) Each Borrowing Base Certificate delivered to the Co-Collateral Agents pursuant to this Section 5.16 shall be accompanied by: (i) a summary of the Loan Parties’ Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their Permitted Discretion; (ii) a summary of the Loan Parties’ Equipment by location and type with a supporting Equipment report, in each case accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their Permitted Discretion; (iii) if the aggregate Revolving Exposures of the Revolving Lenders at any time during such month was equal to or greater than $30,000,000, an aging of accounts payable accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their Permitted Discretion; (iv) collateral reports, including all additions and reductions (cash and non-cash) with respect to Receivables of the Loan Parties in each case accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their Permitted Discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding calendar month (or such other time as may be requested by the Co-Collateral Agents in their Permitted Discretion); (v) a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; (vi) at the time of delivery of each of the quarterly financial statements delivered pursuant to Section 5.01(b): (1) reconciliation of the most recent Borrowing Base Certificate, general ledger and quarter-end accounts receivable aging to the general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; (2) a reconciliation of the perpetual inventory by location to the most recent Borrowing Base Certificate, general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; (3) a reconciliation of equipment by location to the most recent Borrowing Base Certificate; (4) a reconciliation of the accounts receivable aging to the general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; and (5) a reconciliation of the outstanding Loans as set forth in the quarterly loan account statement provided by the Administrative Agent to the general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion. (vii) such other reports, statements and reconciliations with respect to the Borrowing Base, Collateral or Obligations of any or all Loan Parties as the Co-Collateral Agents shall from time to time request in their Permitted Discretion.

Borrowing Base Reporting. (a) Furnish to the Co-Collateral Agents and the Administrative Agent (for distribution to each Lender through the Administrative Agent): (i) a Balance Sheet Certificate, in no event later than (1) Within 20 days after of the end of each month calendar month, as of the period then ended, or (2) at the Borrowers’ option and in lieu of clause (1), on Wednesday of each week, as of the week most recently ended (provided that if the Borrowers elect to provide weekly Borrowing Base Certificates the Borrowers must do so for a period of at least four consecutive weeks), a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the month Borrowing Base as the Administrative Agent may reasonably request; provided, that, in the event that (x) Availability is less than the greater of (x) $10,000,00015,000,000 and (y) 15% of the Borrowing Base or (y) an Event of Default has occurred and is continuing, the Borrowers shall deliver to the Administrative Agent on Wednesday of each week, as of the week most recently ended, together with the internally generated monthly consolidated financial statements (including balance sheet) of the Borrower and its Subsidiaries. (ii) a Borrowing Base CertificateCertificate and supporting information in connection therewith, in no event later than 20 days after until the end of each month for the month most recently ended if the aggregate Revolving Exposures of the Revolving Lenders at any time during such month was date that Availability is equal to or greater than the greater of (x) $30,000,000. 10,000,00015,000,000 and (iiiy) a 15% of the Borrowing Base Certificate for the first full fiscal quarter after the Effective Date at least thirty consecutive calendar days and for each quarter thereafter, in no event later than 20 days after the end Event of each quarter for the quarter most recently ended. (b) Each monthly Balance Sheet Certificate delivered to the Co-Collateral Agents pursuant to this Section 5.16 shall be accompanied by such supporting information regarding Inventory, Receivables and Equipment of the Loan Parties as the Co-Collateral Agents may request. (c) Each Borrowing Base Certificate delivered to the Co-Collateral Agents pursuant to this Section 5.16 shall be accompanied by: (i) a summary of the Loan Parties’ Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by the Co-Collateral Agents in their Permitted DiscretionDefault is continuing; (ii) a summary contemporaneously with the delivery of each Borrowing Base Certificate, as of the Loan Parties’ Equipment by location and type with period then ended, all delivered electronically in a supporting Equipment report, in each case accompanied by such supporting detail and documentation as shall be requested by text formatted file acceptable to the Co-Collateral Agents in their Permitted DiscretionAdministrative Agent; (iiiA) if the aggregate Revolving Exposures a detailed aging of the Revolving Lenders at any time during such month was equal BorrowersLoan Parties’ Accounts and Credit Card Accounts Receivable, including all invoices aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to or greater than $30,000,000the Administrative Agent, an aging of accounts payable accompanied by such supporting detail together with a summary specifying the name, address, and documentation as shall be requested by the Co-Collateral Agents in their Permitted Discretionbalance due for each Account Debtor; (ivB) collateral reportsa schedule detailing the BorrowersLoan Parties’ Inventory, including all additions in form satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and reductions (cash finished goods), by product type, and non-cash) with respect to Receivables of the Loan Parties in each case accompanied by such supporting detail and documentation as volume on hand, which Inventory shall be requested valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Borrower Representative are deemed by the Co-Collateral Agents in their Permitted Discretion each Administrative Agent to be appropriate, and (2) including a report of which shall be prepared any variances or other results of Inventory counts performed by the Borrower as of BorrowersLoan Parties since the last day of Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by BorrowersLoan Parties and complaints and claims made against the immediately preceding calendar month (or such other time as may be requested by the Co-Collateral Agents in their Permitted DiscretionBorrowersLoan Parties); (vC) a monthly trial balance showing worksheet of calculations prepared by the BorrowersLoan Parties to determine Eligible Accounts, Eligible Credit Card Receivables, and Eligible Inventory, such worksheets detailing the Accounts, Credit Card Accounts outstanding aged Receivable, and Inventory excluded from invoice date as follows: 1 to 30 daysEligible Accounts, 31 to 60 daysEligible Credit Card Receivables, 61 to 90 days and 91 days or more, accompanied by Eligible Inventory and the reason for such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretionexclusion; (vi) at the time of delivery of each of the quarterly financial statements delivered pursuant to Section 5.01(b): (1) reconciliation of the most recent Borrowing Base Certificate, general ledger and quarter-end accounts receivable aging to the general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; (2D) a reconciliation of the perpetual inventory by location to BorrowersLoan Parties’ Accounts and Inventory between (A) the most recent Borrowing Base Certificate, amounts shown in the BorrowersLoan Parties’ general ledger and quarterly financial statements and the reports delivered pursuant to Section 5.01(b), clauses (i) and (ii) above and (B) the amounts and dates shown in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion; (3) a reconciliation of equipment by location to the most recent Borrowing Base Certificate; (4) a reconciliation of the accounts receivable aging to the general ledger and quarterly financial statements reports delivered pursuant to Section 5.01(b), in each case, accompanied by clauses (i) and (ii) above and the Borrowing Base Certificate delivered pursuant to clause (b)(i) above as of such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretiondate; and (5E) a reconciliation [reserved]; ​ (F) as of the outstanding Loans as set forth month then ended, a schedule and aging of the BorrowersLoan Parties’ accounts payable, delivered electronically in the quarterly loan account statement provided by a text formatted file acceptable to the Administrative Agent to the general ledger and quarterly financial statements delivered pursuant to Section 5.01(b), in each case, accompanied by such supporting detail and documentation as shall be requested by Co-Collateral Agents in their Permitted Discretion. (vii) such other reports, statements and reconciliations with respect to the Borrowing Base, Collateral or Obligations of any or all Loan Parties as the Co-Collateral Agents shall from time to time request in their Permitted Discretion.Agent;