Collateral Reporting and Information. (i) The Company agrees to furnish to the Agent: (A) On or before the 15th day of each month (but more frequently upon the Agent's reasonable request), a borrowing base certificate in form and substance satisfactory to the Agent, certified by a Responsible Officer of the Company (or any other authorized officer satisfactory to the Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to the Agent) as the Agent reasonably may request. The Agent, in its sole discretion, may permit the Company to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) of completing and submitting borrowing base certificates when required hereunder. (B) On or before the 20th day of each month (but more frequently upon the Agent’s reasonable request), a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month, a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent reasonably shall require, certified by a Responsible Officer of the Company (or any other authorized officer satisfactory to the Agent), together with (1) a reconciliation, as of the last day of the preceding month, of the Company’s Trade Accounts Receivable aging report to the Company’s general ledger and applicable borrowing base certificate delivered by the Company to the Agent, and (2) if required by the Agent, such other information sufficient to allow the Agent to update the amount of Eligible Accounts Receivable and Eligible Inventory. (C) On or before the 20th day of each month (but more frequently upon the Agent’s reasonable request), an aged trial balance of all the Company’s accounts payable and the total balance of accrued payables as of the last day of the preceding month. (D) On a daily basis, a summary of cash collections and sales of refined products for the Company for the prior day, in such form as the Agent reasonably shall require. (E) No later than 5 p.m. on Tuesday of each calendar week, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require. (F) Prompt written disclosure of (1) (a) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Company and (b) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) and (2) all matters adversely affecting the value or marketability of the Inventory, all in such detail and format as the Agent reasonably may require, provided that to the extent that any such matter could not reasonably be expected to have a Material Adverse Effect, the Company may disclose such matter to the Agent when the Company provides the Agent with the borrowing base certificate described in clause (i) above. (G) Prior written notice of any change in the location of any Collateral to a location not owned or leased by the Company and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interest. (H) From time to time and during normal business hours, access to the Company’s computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent reasonably may require. (ii) The Company may deliver to the Agent any borrowing base certificate, collateral report or other material that the Company is required to deliver to the Agent under clauses (A), (B), (C) and (D) of Section 6.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms: (A) Each Electronic Transmission must be sent by a Responsible Officer of the Company (or any other authorized officer satisfactory to the Agent), and must be addressed to the loan officer and the collateral analyst of the Agent that handle the Company’s account, as designated by the Agent from time to time. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 hereof. (B) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” or other imaging format and, to the extent that such material must be certified by an officer of the Company under this Section 6.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds. (C) Each Electronic Transmission must contain the name and title of the officer of the Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “Pursuant to the Financing Agreement dated _____________, 2005 among Asarco LLC (the “Company”), the lenders that are parties thereto (the “Lenders”) and The CIT Group/Business Credit, Inc., as Agent for the Lenders (the “Agent”), the undersigned __________ [title of submitting officer] of the Company hereby delivers to the Agent the Company’s [describe (D) The Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent by means of an Electronic Transmission and agrees to furnish to the Agent such original versions within five (5) Business Days of the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the Company. (iii) The Company hereby authorizes the Agent to regard the Company’s printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) or invoices as the equivalent of a manual signature by one of the Company's authorized officers or agents. The Company's failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 6.2(g) shall not affect, diminish, modify or otherwise limit the Agent’s security interests in the Collateral.
Appears in 1 contract
Collateral Reporting and Information. (i) The Company agrees Companies agree to -------------------------------------- furnish to the AgentCIT:
(A1) On each date on which the Companies request or before are to receive a Revolving Loan or the 15th day issuance of each month a Letter of Credit (but more frequently upon the AgentCIT's reasonable request), a borrowing base certificate in form and substance satisfactory to the AgentCIT, certified by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the AgentCIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to the AgentCIT) as the Agent reasonably CIT may request. The Agent, in its sole discretionincluding, may permit the Company to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of completing invoices and submitting borrowing base certificates when required hereundershipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reports.
(B2) On or before the 20th 15th day of each month (but more frequently upon the Agent’s reasonable request)month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month, month and a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent CIT reasonably shall require, certified by a Responsible Officer the treasurer or the chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the AgentCIT), together with (1x) a reconciliation, as of the last day of the preceding month, of the Company’s Companies' Trade Accounts Receivable aging report to the Company’s Companies' general ledger ledger, and (y) information sufficient to allow CIT to (A) reconcile, as of the date of such report, the Companies' Trade Accounts Receivable aging report to the applicable borrowing base certificate delivered by the Company Companies to the AgentCIT, and (2B) if required by update the Agentamount of ineligible Trade Accounts Receivable.
(3) At least once each week (but more frequently upon CIT's reasonable request), a summary of Inventory (containing such other detail from the Companies' perpetual inventory as CIT may require) as of the last Business Day of the preceding week, together with information sufficient to allow the Agent CIT to update the amount of Eligible Accounts Receivable and Eligible ineligible Inventory.
(C4) On or before the 20th 15th day of each month (but more frequently upon the Agent’s reasonable request)month, an aged trial balance of all the Company’s Companies' accounts payable and the total balance of accrued payables as of the last day of the preceding month.
(D5) On a daily basisor before the last day of each month, a summary copy of cash collections and sales of refined products the bank statement for the Company Companies' primary operating account for the prior day, in such form as the Agent reasonably shall requirepreceding month.
(E6) No later than 5 p.m. on Tuesday of each calendar weekTogether with the collateral information described in clause (i) above, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require.
(F) Prompt written disclosure of (1) (ax) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Company and Companies, (by) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) and (2z) all matters adversely affecting effecting the value or marketability of the Inventory, all in such detail and format as the Agent CIT reasonably may require, provided that to the extent that any such matter could not reasonably be expected to have a Material Adverse Effect, the Company may disclose such matter to the Agent when the Company provides the Agent with the borrowing base certificate described in clause (i) above.
(G7) Prior written notice of any change in the location of any Collateral to a location not owned or leased by the Company and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interestInventory.
(H) 8) From time to time and during normal business hourstime, access to the Company’s Companies' computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent CIT reasonably may require.
(ii) The Company Companies may deliver to the Agent CIT any borrowing base certificate, collateral report or other material that the Company is Companies are required to deliver to the Agent CIT under clauses (A1), (B2), (C3) and (D4) of Section 6.2(g)(i7.2(g)(i) by e-mail or other electronic transmission (an “"Electronic Transmission”"), subject to the following terms:
(A1) Each Electronic Transmission must be sent by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the AgentCIT), and must be addressed to the loan officer and the collateral analyst of the Agent CIT that handle the Company’s Companies' account, as designated by the Agent CIT from time to time. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 12.6 hereof.
(B2) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “"pdf” " or other imaging format and, to the extent that such material must be certified by an officer of the Company Funds Administrator under this Section 6.2(g7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.612.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent CIT may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “"authenticated” " record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds.
(C3) Each Electronic Transmission must contain the name and title of the officer of the Company Funds Administrator transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “"Pursuant to the Financing Agreement dated July [_____________], 2005 2006 among Asarco LLC (the “Company”), the lenders that are parties thereto (the “Lenders”) and The CIT Group/Business CreditCommercial Services, Inc. ("CIT"), Ronson Corporation, Ronson Aviation, Inc., as Agent for Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. (collectively, the Lenders (the “Agent”"Companies"), the undersigned __________ [title of submitting officer] of the Company Funds Administrator hereby delivers to CIT the Agent Companies' ____________ [describe submitted reports]. The Funds Administrator, on behalf of the Companies, represents and warrants to CIT that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Funds Administrator set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Company’s [describe."
(D4) The Company agrees Companies agree to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent CIT by means of an Electronic Transmission and agrees to furnish to the Agent CIT such original versions within five (5) Business Days of the Agent’s CIT's request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the CompanyTransmission.
(iii) The Each Company authorizes the Funds Administrator, on behalf of such Company, to deliver to CIT all borrowing base certificates, collateral reports and other material that the Companies are required to deliver to CIT under this Section 7.2(g). Each Company hereby authorizes the Agent CIT to regard the such Company’s 's printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) schedules or invoices as the equivalent of a manual signature by one of the such Company's authorized officers or agents. The Company's failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 6.2(g) shall not affect, diminish, modify or otherwise limit the Agent’s security interests in the Collateral.or
Appears in 1 contract
Sources: Financing Agreement (Ronson Corp)
Collateral Reporting and Information. (i) The Company agrees Borrowers agree to furnish to the Agent:
(A) On or before the 15th 20th day of each month (but more frequently twice per month within five (5) days after the end of the applicable period upon the Agent's reasonable request’s request if average Excess Availability is less than $35,000,000 for any period of 90 consecutive days), a borrowing base certificate in form and substance satisfactory to the Agent, certified by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to the Agent) as the Agent reasonably may request. The Agent, in its sole discretion, may permit the Company Funds Administrator to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) of completing and submitting borrowing base certificates when required hereunder.
(B) On or before the 20th day of each month (but more frequently upon the Agent’s reasonable request), a detailed and summary aging report of the Trade Accounts Receivable existing as of the last day of the preceding month, a roll-forward of the Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent reasonably shall require, certified by a Responsible Officer the treasurer or the chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), together with (1i) a reconciliation, as of the last day of the preceding month, of the Company’s Borrowers’ Trade Accounts Receivable aging report to the Company’s Borrowers’ general ledger and applicable borrowing base certificate delivered by the Company Borrowers to the Agent, and (2ii) if required by the Agent, such other information sufficient to allow the Agent to update the amount of Eligible Accounts Receivable and Eligible Inventory.
(C) On or before the 20th day of each month (but more frequently upon the Agent’s reasonable request), an aged trial balance of all the Company’s accounts payable and the total balance of accrued payables as of the last day of the preceding month.
(D) On a daily basis, a summary of cash collections and sales of refined products for the Company for the prior day, in such form as the Agent reasonably shall require.
(E) No later than 5 p.m. on Tuesday of each calendar week, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require.
(F) Prompt written disclosure of (1) (ai) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Company and Borrowers, (bii) all significant customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) and (2iii) all matters adversely affecting the value or marketability of the Inventory, all in such detail and format as the Agent reasonably may require, provided that to the extent that any such matter could would not reasonably be expected to have a Material Adverse Effect, the Company Borrowers may disclose such matter to the Agent when the Company provides Borrowers provide the Agent with the borrowing base certificate described in clause (iA) above.
(GD) Promptly upon the Agent’s request, a report summarizing the amount and location of the Borrowers’ Qualified Cash.
(E) Prior written notice of any change in the location of any Collateral to a location not owned or leased by the Company and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interestInventory.
(HF) From time to time and during normal business hourstime, access to the Company’s Borrowers’ computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent reasonably may require.
(ii) The Company Borrowers may deliver to the Agent any borrowing base certificate, collateral report or other material that the Company is Borrowers are required to deliver to the Agent under clauses (A), (B), (C1) and (D2) of Section 6.2(g)(i7.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms:
(A) Each Electronic Transmission must be sent by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), and must be addressed to the loan officer and the collateral analyst of the Agent that handle the Company’s Borrowers’ account, as designated by the Agent from time to time. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 12.6 hereof.
(B) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” or other imaging format and, to the extent that such material must be certified by an officer of the Company Funds Administrator under this Section 6.2(g7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.612.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds.
(C) Each Electronic Transmission must contain the name and title of the officer of the Company Funds Administrator transmitting the Electronic Transmission, and shall include the following text in the body of the Electronic Transmission: “Pursuant to the Financing Second Amended and Restated Loan and Security Agreement dated _____________May 31, 2005 2006 among Asarco LLC Skechers U.S.A., Inc. (“Skechers”), Skechers U.S.A., Inc. II (“Skechers II”), Skechers By Mail, Inc. (“Skechers By Mail”), and 310 Global Brands, Inc. (“310”, and together with Skechers, Skechers II and Skechers By Mail individually a “Borrower” and collectively and jointly and severally, the “CompanyBorrowers”), the lenders Lenders that are parties thereto (the “Lenders”) and The CIT Group/Business CreditCommercial Services, Inc., as Agent for the Lenders (the “Agent”), the undersigned __________ [title of submitting officer] of the Company Funds Administrator hereby delivers to the Agent the Company’s Borrowers’ [describedescribe submitted reports]. The Funds Administrator, on behalf of the Borrowers, represents and warrants to the Agent and the Lenders that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Funds Administrator set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Borrowers.”
(D) The Company Funds Administrator agrees to maintain in its files the original versions of all certificates, collateral reports and other materials delivered to the Agent by means of an Electronic Transmission and agrees to furnish to the Agent such original versions within five (5) Business Days of the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the CompanyTransmission.
(iii) The Company Each Borrower authorizes the Funds Administrator, on behalf of such Borrower, to deliver to the Agent all borrowing base certificates, collateral reports and other material that the Borrowers are required to deliver to the Agent under this Section 7.2(g). Each Borrower hereby authorizes the Agent to regard the Company’s Borrowers’ printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) schedules or invoices as the equivalent of a manual signature by one of the Company's Borrowers’ authorized officers or agents. The Company's Borrowers’ failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 6.2(g7.2(g) shall not affect, diminish, modify or otherwise limit the Agent’s security interests in the Collateral.
Appears in 1 contract
Collateral Reporting and Information. (i) The Company agrees to furnish to the AgentCIT:
(A1) On each date on which the Company requests or before the 15th day of each month is to receive a Revolving Loan (but at least once a week or more frequently upon the Agent's CIT’s reasonable request), a borrowing base certificate in form and substance satisfactory to the AgentCIT, certified by a Responsible Officer the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to the AgentCIT) as the Agent reasonably CIT may request. The Agent, in its sole discretionincluding, may permit the Company to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of completing invoices and submitting borrowing base certificates when required hereundershipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reports.
(B2) On or before the 20th 15th day of each month (but more frequently upon the Agent’s reasonable request)month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month, month and a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent CIT reasonably shall require, certified by a Responsible Officer the treasurer or the chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), together with (1x) a reconciliation, as of the last day of the preceding month, of the Company’s Trade Accounts Receivable aging report to the Company’s general ledger ledger, and (y) information sufficient to allow CIT to (A) reconcile, as of the date of such report, the Company’s Trade Accounts Receivable aging report to the applicable borrowing base certificate delivered by the Company to the AgentCIT, and (2B) if required by update the Agentamount of ineligible Trade Accounts Receivable.
(3) At least once each week (but more frequently upon CIT’s reasonable request), a summary of Inventory (containing such other detail from the Company’s perpetual inventory as CIT may require) as of the last Business Day of the preceding week, together with information sufficient to allow the Agent CIT to update the amount of Eligible Accounts Receivable and Eligible ineligible Inventory.
(C4) On or before the 20th 15th day of each month (but more frequently upon the Agent’s reasonable request)month, an aged trial balance of all the Company’s accounts payable and the total balance of accrued payables as of the last day of the preceding month.
(D5) On a daily basisor before the last day of each month, a summary copy of cash collections and sales of refined products the bank statement for the Company Company’s primary operating account for the prior day, in such form as the Agent reasonably shall requirepreceding month.
(E6) No later than 5 p.m. on Tuesday of each calendar weekTogether with the collateral information described in clause (i) above, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require.
(F) Prompt written disclosure of (1) (ax) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Company and Company, (by) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, goods in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) 50,000, and (2z) all matters adversely affecting effecting the value or marketability of the Inventory, all in such detail and format as the Agent CIT reasonably may require, provided that to the extent that any such matter could not reasonably be expected to have a Material Adverse Effect, the Company may disclose such matter to the Agent when the Company provides the Agent with the borrowing base certificate described in clause (i) above.
(G7) Prior written notice of any change in the location of any Collateral to a location not owned or leased by the Company and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interestInventory.
(H) 8) From time to time and during normal business hourstime, access to the Company’s computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent CIT reasonably may require.
(ii) The Company may deliver to the Agent CIT any borrowing base certificate, collateral report or other material that the Company is required to deliver to the Agent CIT under clauses (A1), (B2), (C3) and (D4) of Section 6.2(g)(i7.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms:
(A1) Each Electronic Transmission must be sent by a Responsible Officer the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), and must be addressed to the loan officer and the collateral analyst of the Agent CIT that handle the Company’s account, as designated by the Agent CIT from time to time. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 12.6 hereof.
(B2) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” or other imaging format and, to the extent that such material must be certified by an officer of the Company under this Section 6.2(g7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.612.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent CIT may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds.
(C3) Each Electronic Transmission must contain the name and title of the officer of the Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “Pursuant to the Financing Agreement dated ___________July __, 2005 among Asarco LLC 2006 between The CIT Group/Commercial Services, Inc. (“CIT”) and Ascendia Brands Co., Inc. (the “Company”), the lenders that are parties thereto (the “Lenders”) and The CIT Group/Business Credit, Inc., as Agent for the Lenders (the “Agent”), the undersigned __________ [title of submitting officer] of the Company hereby delivers to the Agent CIT the Company’s ____________ [describedescribe submitted reports]. The Company represents and warrants to CIT that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Company set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Company.”
(D4) The Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent CIT by means of an Electronic Transmission and agrees to furnish to the Agent CIT such original versions within five (5) Business Days of the AgentCIT’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the CompanyTransmission.
(iii) The Company hereby authorizes the Agent CIT to regard the Company’s printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) schedules or invoices as the equivalent of a manual signature by one of the Company's ’s authorized officers or agents. The Company's ’s failure to promptly deliver to the Agent CIT any schedule, report, statement or other information set forth in this Section 6.2(g7.2(g) shall not affect, diminish, modify or otherwise limit the AgentCIT’s security interests in the Collateral.
Appears in 1 contract
Collateral Reporting and Information. (i) The Company agrees Companies agree to furnish to the Agent:
(A1) On each date on which the Companies request or before are to receive a Revolving Loan or the 15th day issuance of each month a Letter of Credit (but more frequently upon the Agent's ’s reasonable request), a borrowing base certificate in form and substance satisfactory to the Agent, certified by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to the Agent) as the Agent reasonably may request. The Agent, request in its sole discretionPermitted Discretion, may permit the Company to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) including, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of completing invoices, credit and submitting borrowing base certificates when required hereunderdebit memos and/or adjustment registers, and updated inventory reports.
(B2) On or before the 20th 15th day of each month (but more frequently upon the Agent’s reasonable request)month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month, month and a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent reasonably shall require, certified by a Responsible Officer the treasurer or the chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), together with (1x) a reconciliation, as of the last day of the preceding month, of the Company’s Companies’ Trade Accounts Receivable aging report to the Company’s Companies’ general ledger ledger, and (y) information sufficient to allow the Agent to (A) reconcile, as of the date of such report, the Companies’ Trade Accounts Receivable aging report to the applicable borrowing base certificate delivered by the Company Funds Administrator to the Agent, and (2B) if required by the Agent, such other information sufficient to allow the Agent to update the amount of Eligible ineligible Trade Accounts Receivable and Eligible InventoryReceivable.
(C3) On or before the 20th day of At least once each month week (but more frequently upon the Agent’s reasonable request), a payroll report, a schedule of all Eligible Unbilled Accounts Receivable and sales, each in form and substance satisfactory to Agent.
(4) On or before the 15th day of each month, an aged trial balance of all the Company’s Companies’ accounts payable and the total balance of accrued payables as of the last day of the preceding month.
(D5) On a daily basisor before the last day of each month, a summary copy of cash collections and sales of refined products the bank statement for the Company Companies’ primary operating account for the prior day, in such form as the Agent reasonably shall requirepreceding month.
(E6) No later than 5 p.m. on Tuesday of each calendar weekTogether with the collateral information described in clause (i) above, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require.
(F) Prompt written disclosure of (1) (ax) all matters adversely affecting the value, enforceability or collectibility collectability of the Trade Accounts Receivable of the Company Companies if such amount is in excess of $200,000 for AT&T and $50,000 for any other Trade Accounts Receivable, and (by) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) and (2) all matters adversely affecting the value or marketability of the Inventory, all in such detail and format as the Agent reasonably may require, provided that to the extent that any such matter could not reasonably be expected to have a Material Adverse Effect, the Company may disclose such matter to the Agent when the Company provides the Agent with the borrowing base certificate described in clause (i) aboverejections.
(G7) Prior written notice of any change in the location of any Collateral to a location not owned or leased by the Company and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interestCollateral.
(H) 8) From time to time and during normal business hourstime, access to the Company’s Companies’ computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory Receivable and other Collateral as the Agent reasonably may require.
(ii) The Company Funds Administrator may deliver to the Agent any borrowing base certificate, collateral report or other material that the any Company is required to deliver to the Agent under clauses (A1), (B2), (C3) and (D4) of Section 6.2(g)(i7.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms:
(A1) Each Electronic Transmission must be sent by a Responsible Officer the treasurer or chief financial officer of the Company Funds Administrator (or any other authorized officer satisfactory to the Agent), and must be addressed to the loan officer and the collateral analyst of the Agent that handle the Company’s Companies’ account, as designated by the Agent from time to time. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 12.6 hereof.
(B2) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” or other imaging format and, to the extent that such material must be certified by an officer of the Company Funds Administrator under this Section 6.2(g7.2(g)), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.612.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds.
(C3) Each Electronic Transmission must contain the name and title of the officer of the Company Funds Administrator transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “Pursuant to the Financing Agreement dated _____________May 11, 2005 2006 among Asarco LLC Aegis Communications Group, Inc. (the “Company”), certain of its direct and indirect subsidiaries, the lenders Lenders that are parties thereto (the “Lenders”) and The CIT Group/Business Credit, Inc.Inc, as Agent for the Lenders lenders (the “Agent”), the undersigned __________ [title of submitting officer] of the Company hereby delivers to the Agent the Company’s [describedescribe submitted reports]. The Company represents and warrants to the Agent and the Lenders that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Company set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Company.”
(D4) The Company Funds Administrator agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent by means of an Electronic Transmission and agrees to furnish to the Agent such original versions within five (5) Business Days of the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the CompanyTransmission.
(iii) The Each Company hereby authorizes the Agent to regard the such Company’s printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) schedules or invoices as the equivalent of a manual signature by one of the Company's ’s authorized officers or agents. The Company's Companies’ failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 6.2(g7.2(g) shall not affect, diminish, modify or otherwise limit the Agent’s security interests in the Collateral. Each Company authorizes the Funds Administrator, on behalf of such Company, to deliver to Agent all borrowing base certificates, collateral reports and other materials that the Companies are required to deliver to Agent under this Financing Agreement.
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Sources: Financing Agreement (Aegis Communications Group Inc)
Collateral Reporting and Information. (i) The Company agrees to furnish to the AgentCIT:
(A1) On or before the 15th day of At least once each month week (but more frequently upon the Agent's CIT’s reasonable request), a borrowing base certificate in form and substance reasonably satisfactory to the AgentCIT, certified by a Responsible Officer the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance reasonably satisfactory to the AgentCIT) as the Agent CIT reasonably may request. The AgentCIT, in its sole discretion, may permit the Company to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) of completing and submitting borrowing base certificates when required hereunder.
(B2) On or before the 20th day of each month other than the first month of each fiscal year of the Company, and on or before the last day of the first month of each fiscal year of the Company (but more frequently upon the AgentCIT’s reasonable request), a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month, a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory as of the last day of the preceding month, all in such form as the Agent CIT reasonably shall require, certified by a Responsible Officer the treasurer or the chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), together with (1x) a reconciliation, as of the last day of the preceding month, of the Company’s Trade Accounts Receivable aging report to the Company’s general ledger and applicable borrowing base certificate delivered by the Company to the AgentCIT, and (2z) if required by the AgentCIT, such other information sufficient to allow the Agent CIT to update the amount of Eligible Accounts Receivable and Eligible Inventory.
(C3) On or before the 20th day of each month other than the first month of each fiscal year of the Company, and on or before the last day of the first month of each fiscal year of the Company (but more frequently upon the AgentCIT’s reasonable request), an aged trial balance of all the Company’s accounts payable and the total balance of accrued payables as of the last day of the preceding month.
(D) On a daily basis, a summary of cash collections and sales of refined products for the Company for the prior day, in such form as the Agent reasonably shall require.
(E) No later than 5 p.m. on Tuesday of each calendar week, a reconciliation report of Inventory on hand (for Inventory in which the Agent holds a first priority security interest), a production report for the prior week and a report of the quantities of sales of unrefined products (including the estimated market value thereof) for the prior week, each in such form as the Agent reasonably shall require.
(F4) Prompt written disclosure of (1) (ax) all matters (other than general economic conditions or matters affecting the industry generally) adversely affecting the value, enforceability or collectibility of any material amount of the Trade Accounts Receivable of the Company and Company, (by) all asserted customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, in an aggregate amount in excess of $50,000 (excluding disputes or offsets arising from adjustments between interim and final invoices in the ordinary course of business) and (2z) all matters (other than general economic conditions and matters affecting the industry generally) adversely affecting the value or marketability of a material amount of the Inventory, all in such detail and format as the Agent CIT reasonably may require, provided that to the extent that any such matter could would not reasonably be expected to have a Material Adverse Effect, the Company may disclose such matter to the Agent CIT when the Company provides the Agent CIT with the borrowing base certificate described in clause (i) above.
(G5) Prior written notice of any change in the location of any Collateral to a any location not owned or leased by the Company other than listed on Schedule 7.1 (b) and any material change in type, quantity, quality or mix of the Inventory in which the Agent holds a first priority security interestInventory.
(H6) From time to time time, on reasonable prior notice and during normal business hourssubject to the limitations set forth in Section 7.2(a), access to the Company’s computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent CIT reasonably may require.
(ii) The Company may deliver to the Agent CIT any borrowing base certificate, collateral report or other material that the Company is required to deliver to the Agent CIT under clauses (A1), (B), (C2) and (D3) of Section 6.2(g)(i7.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms:
(A1) Each Electronic Transmission must be sent by a Responsible Officer the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to the AgentCIT), and must be addressed to the loan officer and the collateral analyst of the Agent CIT that handle the Company’s account, as designated by the Agent CIT from time to timetime to the Company in writing. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 11.6 12.6 hereof.
(B2) Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” ’ or other imaging format and, to the extent that such material must be certified by an officer of the Company under this Section 6.2(g7.2(g), . must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 11.6, 12.6. any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent CIT may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds.
(C3) Each Electronic Transmission must contain the name and title of the officer of the Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “Pursuant to the Financing Agreement dated _____________April 26, 2005 among Asarco LLC 2006 between The CIT Group/Business Credit, Inc. (“CIT”) and ▇▇▇▇▇▇▇-▇▇▇▇▇ Nitrogen, Inc. now known as Rentech Energy Midwest Corporation (the “Company”), the lenders that are parties thereto (the “Lenders”) and The CIT Group/Business Credit, Inc., as Agent for the Lenders (the “Agent”), the undersigned __________ [title of submitting officer] of the Company hereby delivers to the Agent CIT the Company’s [describedescribe submitted reports]. The Company represents and warrants to CIT that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Company set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Company.”
(D4) The Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent CIT by means of an Electronic Transmission and agrees to furnish to the Agent CIT such original versions within five (5) Business Days of the AgentClT’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission or another Responsible Officer of the CompanyTransmission.
(iii) The Company hereby authorizes the Agent CIT to regard the Company’s printed name or rubber stamp signature on assignment materials transmitted to the Agent pursuant to Section 6.2(g)(ii) schedules or invoices as the equivalent of a manual signature by one of the Company's ’s authorized officers or agents. The Company's ’s failure to promptly deliver to the Agent CIT any schedule, report, statement or other information set forth in this Section 6.2(g7.2(g) shall not affect, diminish, modify or otherwise limit the AgentCIT’s security interests in the Collateral.
Appears in 1 contract