Common use of Schedule 5 Clause in Contracts

Schedule 5. 2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent: Weekly (a) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Parent’s and its Subsidiaries’ Accounts, and (b) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time. Weekly (after the occurrence of a Triggering Event) (c) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, and (d) a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash. Monthly (no later than the 10th day of each month) (e) unless delivered pursuant to clause (c) above, an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (f) unless delivered pursuant to clause (d) above, a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (g) a Borrowing Base Certificate, together with a detailed calculation of Borrowers’ average Excess Availability for the month most recently ended, (h) a detailed aging, by total, of Parent’s and its Subsidiaries’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting), (i) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (j) a summary aging, by vendor, of Active Obligors’ accounts payable and any book overdrafts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks, and (k) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledgers. Monthly (no later than the 30th day of each month) (l) a reconciliation of Accounts and trade accounts payable of Obligors’ general ledger accounts to their monthly financial statements including any book reserves related to each category, and (m) a report regarding Parent’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes. Quarterly (n) a detailed report regarding Parent’s and its Subsidiaries’ Permitted Dispositions including a detailed list of the assets sold or disposed of since the Closing Date and the consideration received in connection therewith. Annually (o) a detailed list of Active Obligors’ customers, including contract expiration dates, together with address and contact information. Upon request by Agent (p) such other reports as to the Collateral or the financial condition of Parent and its Subsidiaries, as Agent may reasonably request.

Schedule 5. 2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent: Weekly Bi-weekly (no later than the Wednesday of every other week) (a) notice an executed Borrowing Base Certificate. Monthly (no later than the 10th Business Day of all claims, offsets, or disputes asserted by Account Debtors with respect to Parent’s and its Subsidiaries’ Accounts, and each month) (b) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time. Weekly (after the occurrence of a Triggering Event) (c) an Account roll-forward forward, in a format acceptable to Agent in its discretion, with supporting details supplied from sales journals, collection journals, credit registers and any other records, tied to the beginning and (d) a detailed report regarding Parentending account receivable balances of Borrower’s and its Subsidiaries’ cash and Cash Equivalentsgeneral ledger, including an indication of which amounts constitute Qualified Cash. Monthly (no later than the 10th day of each month) (e) unless delivered pursuant to clause (c) above, an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (f) unless delivered pursuant to clause (d) above, a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (g) a Borrowing Base Certificate, together with a detailed calculation of Borrowers’ average Excess Availability for the month most recently ended, (h) a detailed aging, by total, of ParentBorrower’s and its Subsidiaries’ Subsidiaries Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have Borrower has implemented electronic reporting), (id) a general ledger trial balance and a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have Borrower has not implemented electronic reporting, (je) a summary aging, by vendor, of Active ObligorsBorrower’s and its Subsidiaries’ accounts payable and any book overdrafts overdraft (delivered electronically in an acceptable format, if Borrowers have Borrower has implemented electronic reporting) and an aging, by vendor, of any held checks, (f) a detailed report regarding Borrower’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, and (kg) a monthly Account roll-forwarddetailed report showing additions of, and deletions to, Eligible Equipment, and a calculation of the net book value (calculated in accordance with GAAP on a format acceptable to Agent in its discretion, tied to basis consistent with Borrower’s historical accounting practices) of Eligible Equipment at the beginning and ending account receivable balances end of Borrowers’ general ledgerssuch period. Monthly (no later than the 30th day of each month) (lh) a reconciliation of Accounts and trade accounts payable of Obligors’ Borrower’s general ledger accounts to their its monthly financial statements including any book reserves related to each category, and (m) a report regarding Parent’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes. Quarterly (ni) a detailed report regarding Parent’s and its Subsidiaries’ Permitted Dispositions including a detailed list of the assets sold or disposed of since the Closing Date and the consideration received in connection therewith. Annually (o) a detailed list of Active Obligors’ customers, including contract expiration dates, together with address and contact information. Upon request by Agent (p) such other reports as to the Collateral or the financial condition of Parent and its Subsidiaries, as Agent may reasonably requestdescribing accrued expenses.

Schedule 5. 2 Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent: Weekly (a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (b) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Parent’s Credit Parties’ and its their respective Subsidiaries’ Accounts, and (bc) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time. Weekly , (after d) Inventory system/perpetual reports specifying the occurrence cost and the wholesale market value of a Triggering Event) the Credit Parties’ and their respective Subsidiaries’ Inventory, by category, with additional detail showing additions to and deletions therefrom (c) delivered electronically in an Account roll-forward with supporting details supplied from sales journalsacceptable format, collection journals, credit registers and any other recordsif Credit Parties have implemented electronic reporting), and (de) a detailed report regarding Parent’s Credit Parties’ and its their Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash. Monthly (no later than the 10th day of each month) (e) unless delivered pursuant to clause (c) above, an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (f) unless delivered pursuant to clause (d) above, a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (g) a Borrowing Base Certificate, together with a detailed calculation of Borrowers’ average Excess Availability for the month most recently ended, (hg) a detailed aging, by total, of Parent’s and its SubsidiariesCredit Parties’ Accounts, together with a reconciliation to Credit Parties’ general ledger accounts and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers Credit Parties have implemented electronic reporting), (ih) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers Credit Parties have not implemented electronic reporting, (i) a detailed Inventory system/perpetual report together with a reconciliation to Credit Parties’ general ledger accounts (delivered electronically in an acceptable format, if Credit Parties have implemented electronic reporting), (j) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, if Credit Parties have not implemented electronic reporting, (k) a summary aging, by vendor, of Active ObligorsCredit Parties’ and their respective Subsidiaries’ accounts payable and any book overdrafts (delivered electronically in an acceptable format, if Borrowers Credit Parties have implemented electronic reporting) and an aging, by vendor, of any held checks, and together with a reconciliation to Credit Parties’ general ledger accounts, (kl) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of BorrowersCredit Parties’ general ledgers. Monthly (no later than the 30th day of each month) (l) a reconciliation of Accounts and trade accounts payable of Obligors’ general ledger accounts to their monthly financial statements including any book reserves related to each category, and (m) a report regarding Parent’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes. Quarterly (n) a detailed report regarding Parent’s and its Subsidiaries’ Permitted Dispositions including a detailed list of the assets sold or disposed of since the Closing Date and the consideration received in connection therewith. Annually (o) a detailed list of Active Obligors’ customers, including contract expiration dates, together with address and contact information. Upon request by Agent (p) such other reports as to the Collateral or the financial condition of Parent and its Subsidiaries, as Agent may reasonably request.,

Schedule 5. 2 Provide Administrative Agent (and if so requested by Administrative Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Administrative Agent: Weekly (a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (b) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Parent’s Credit Parties’ and its their respective Subsidiaries’ Accounts, and (bc) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Administrative Agent, from time to time. Weekly , (after d) Inventory system/perpetual reports specifying the occurrence cost and the wholesale market value of a Triggering Event) the Credit Parties’ and their respective Subsidiaries’ Inventory, by category, with additional detail showing additions to and deletions therefrom (c) delivered electronically in an Account roll-forward with supporting details supplied from sales journalsacceptable format, collection journals, credit registers and any other recordsif Credit Parties have implemented electronic reporting), and (de) a detailed report regarding Parent’s Credit Parties’ and its their Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash. Monthly (no later than the 10th day of each month) (e) unless delivered pursuant to clause (c) above, an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, (f) unless delivered pursuant to clause (d) above, a detailed report regarding Parent’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (g) a Borrowing Base Certificate, together with a detailed calculation of Borrowers’ average Excess Availability for the month most recently ended, (hg) a detailed aging, by total, of Parent’s and its SubsidiariesCredit Parties’ Accounts, together with a reconciliation to Credit Parties’ general ledger accounts and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers Credit Parties have implemented electronic reporting), (ih) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers Credit Parties have not implemented electronic reporting, (i) a detailed Inventory system/perpetual report together with a reconciliation to Credit Parties’ general ledger accounts (delivered electronically in an acceptable format, if Credit Parties have implemented electronic reporting), (j) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, if Credit Parties have not implemented electronic reporting, (k) a summary aging, by vendor, of Active ObligorsCredit Parties’ and their respective Subsidiaries’ accounts payable and any book overdrafts (delivered electronically in an acceptable format, if Borrowers Credit Parties have implemented electronic reporting) and an aging, by vendor, of any held checks, and together with a reconciliation to Credit Parties’ general ledger accounts, (kl) a monthly Account roll-forward, in a format acceptable to Administrative Agent in its discretion, tied to the beginning and ending account receivable balances of BorrowersCredit Parties’ general ledgers. Monthly (no later than the 30th day of each month) (l) a reconciliation of Accounts and trade accounts payable of Obligors’ general ledger accounts to their monthly financial statements including any book reserves related to each category, and (m) a report regarding Parent’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes. Quarterly (n) a detailed report regarding Parent’s and its Subsidiaries’ Permitted Dispositions including a detailed list of the assets sold or disposed of since the Closing Date and the consideration received in connection therewith. Annually (o) a detailed list of Active Obligors’ customers, including contract expiration dates, together with address and contact information. Upon request by Agent (p) such other reports as to the Collateral or the financial condition of Parent and its Subsidiaries, as Agent may reasonably request.,