Common use of Collateral Reporting and Information Clause in Contracts

Collateral Reporting and Information. (i) The Companies agree to -------------------------------------- furnish to CIT: (1) On each date on which the Companies request or are to receive a Revolving Loan or the issuance of a Letter of Credit (but more frequently upon CIT's reasonable request), a borrowing base certificate in form and substance satisfactory to CIT, certified by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to CIT) as CIT may request, including, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reports. (2) On or before the 15th day of each month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding 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, all in such form as CIT reasonably shall require, certified by the treasurer or the chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CIT), together with (x) a reconciliation, as of the last day of the preceding month, of the Companies' Trade Accounts Receivable aging report to the Companies' general 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 Companies to CIT, and (B) update the amount 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 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 CIT to update the amount of ineligible Inventory. (4) On or before the 15th day of each month, an aged trial balance of all the Companies' accounts payable as of the last day of the preceding month. (5) On or before the last day of each month, a copy of the bank statement for the Companies' primary operating account for the preceding month. (6) Together with the collateral information described in clause (i) above, disclosure of (x) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Companies, (y) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (z) all matters adversely effecting the value of the Inventory, all in such detail and format as CIT reasonably may require. (7) Prior written notice of any change in the location of any Collateral and any material change in type, quantity, quality or mix of the Inventory. (8) From time to time, access to the 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 CIT reasonably may require. (ii) The Companies may deliver to CIT any borrowing base certificate, collateral report or other material that the Companies are required to deliver to CIT under clauses (1), (2), (3) and (4) of Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CIT), and must be addressed to the loan officer and the collateral analyst of CIT that handle the Companies' account, as designated by 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 12.6 hereof. (2) 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 Funds Administrator under this Section 7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 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. 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. (3) Each Electronic Transmission must contain the name and title of the officer of the 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 [___], 2006 among The CIT Group/Commercial Services, Inc. ("CIT"), Ronson Corporation, Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. (collectively, the "Companies"), the undersigned __________ [title of submitting officer] of the Funds Administrator hereby delivers to CIT the 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." (4) The Companies agree to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT by means of an Electronic Transmission and agrees to furnish to CIT such original versions within five (5) Business Days of CIT's request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission. (iii) 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 CIT to regard such Company's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by such Company's authorized officers or

Appears in 1 contract

Sources: Financing Agreement (Ronson Corp)

Collateral Reporting and Information. (i) The Companies Borrowers agree to -------------------------------------- furnish to CITthe Agent: (1A) On or before the 20th day of each date on which the Companies request or are to receive a Revolving Loan or the issuance of a Letter of Credit month (but more frequently twice per month within five (5) days after the end of the applicable period upon CIT's reasonable requestAgent’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 CITthe Agent, certified by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to CITthe Agent) as CIT the Agent reasonably may request. The Agent, includingin its sole discretion, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit may permit the Funds Administrator to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) of completing and receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reportssubmitting borrowing base certificates when required hereunder. (2B) On or before the 15th 20th day of each monthmonth (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 and 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 CIT the Agent reasonably shall require, certified by the treasurer or the chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), together with (xi) a reconciliation, as of the last day of the preceding month, of the Companies' Borrowers’ Trade Accounts Receivable aging report to the Companies' Borrowers’ 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 Companies Borrowers to CITthe Agent, and (Bii) update if required by the amount of ineligible Trade Accounts Receivable. (3) At least once each week (but more frequently upon CIT's reasonable request)Agent, a summary of Inventory (containing such detail from the Companies' perpetual inventory as CIT may require) as of the last Business Day of the preceding week, together with other information sufficient to allow CIT the Agent to update the amount of ineligible Eligible Accounts Receivable and Eligible Inventory. (4C) On or before the 15th day of each month, an aged trial balance of all the Companies' accounts payable as of the last day of the preceding month. (5) On or before the last day of each month, a copy of the bank statement for the Companies' primary operating account for the preceding month. (6) Together with the collateral information described in clause (i) above, Prompt written disclosure of (xi) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the CompaniesBorrowers, (yii) all significant customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (ziii) all matters adversely effecting affecting the value or marketability of the Inventory, all in such detail and format as CIT the Agent reasonably may require, provided that to the extent that any such matter would not have a Material Adverse Effect, the Borrowers may disclose such matter to the Agent when the Borrowers provide the Agent with the borrowing base certificate described in clause (A) above. (7D) 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 and any material change in type, quantity, quality or mix of the Inventory. (8) F) From time to time, access to the Companies' 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 CIT the Agent reasonably may require. (ii) The Companies Borrowers may deliver to CIT the Agent any borrowing base certificate, collateral report or other material that the Companies Borrowers are required to deliver to CIT the Agent under clauses (1), (2), (3) and (42) of Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1A) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), and must be addressed to the loan officer and the collateral analyst of CIT the Agent that handle the Companies' Borrowers’ account, as designated by CIT 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 12.6 hereof. (2B) 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 Funds Administrator under this Section 7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 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. CIT 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. (3C) Each Electronic Transmission must contain the name and title of the officer of the 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 July [___]May 31, 2006 among 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 “Borrowers”), the Lenders that are parties thereto and The CIT Group/Commercial Services, Inc. ("CIT"), Ronson Corporation, Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. as Agent for the Lenders (collectively, the "Companies"“Agent”), the undersigned __________ [title of submitting officer] of the Funds Administrator hereby delivers to CIT the Companies' ____________ Agent the Borrowers’ [describe submitted reports]. The Funds Administrator, on behalf of the CompaniesBorrowers, represents and warrants to CIT 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 CompanyBorrowers." (4D) The Companies agree Funds Administrator agrees to maintain in its files the original versions of all certificates, collateral reports and other materials delivered to CIT the Agent by means of an Electronic Transmission and agrees to furnish to CIT the Agent such original versions within five (5) Business Days of CIT's the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission. (iii) Each Company Borrower authorizes the Funds Administrator, on behalf of such CompanyBorrower, to deliver to CIT the Agent all borrowing base certificates, collateral reports and other material that the Companies Borrowers are required to deliver to CIT the Agent under this Section 7.2(g). Each Company Borrower hereby authorizes CIT the Agent to regard such Company's the Borrowers’ printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by such Company's the Borrowers’ authorized officers oror agents. The Borrowers’ failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 7.2(g) shall not affect, diminish, modify or otherwise limit the Agent’s security interests in the Collateral.

Appears in 1 contract

Sources: Loan and Security Agreement (Skechers Usa Inc)

Collateral Reporting and Information. (i) The Companies agree Company agrees to -------------------------------------- furnish to CITthe Agent: (1A) On or before the 15th day of each date on which the Companies request or are to receive a Revolving Loan or the issuance of a Letter of Credit month (but more frequently upon CITthe Agent's reasonable request), a borrowing base certificate in form and substance satisfactory to CITthe Agent, certified by the treasurer or chief financial officer a Responsible Officer of the Funds Administrator Company (or any other authorized officer satisfactory to CITthe Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory constituting Collateral (in form and substance satisfactory to CITthe Agent) as CIT the Agent reasonably may request. The Agent, includingin its sole discretion, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit 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 receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reportssubmitting borrowing base certificates when required hereunder. (2B) On or before the 15th 20th day of each monthmonth (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 and 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 CIT the Agent reasonably shall require, certified by the treasurer or the chief financial officer a Responsible Officer of the Funds Administrator Company (or any other authorized officer satisfactory to CITthe Agent), together with (x1) a reconciliation, as of the last day of the preceding month, of the Companies' Company’s Trade Accounts Receivable aging report to the Companies' Company’s 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 Companies Company to CITthe Agent, and (B2) if required by the Agent, such other information sufficient to allow the Agent to update the amount of ineligible Trade Eligible Accounts ReceivableReceivable and Eligible Inventory. (3C) At least once On or before the 20th day of each week month (but more frequently upon CIT's the Agent’s reasonable request), a summary of Inventory (containing such 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 CIT to update the amount of ineligible Inventory. (4) On or before the 15th day of each month, an aged trial balance of all the Companies' Company’s accounts payable and the total balance of accrued payables as of the last day of the preceding month. (5D) On or before the last day of each montha daily basis, a copy summary of the bank statement cash collections and sales of refined products for the Companies' primary operating account Company for the preceding monthprior day, in such form as the Agent reasonably shall require. (6E) Together with No later than 5 p.m. on Tuesday of each calendar week, a reconciliation report of Inventory on hand (for Inventory in which the collateral information described 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 clause such form as the Agent reasonably shall require. (iF) above, Prompt written disclosure of (x1) (a) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Companies, Company and (yb) 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 (z2) all matters adversely effecting affecting the value or marketability of the Inventory, all in such detail and format as CIT 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. (7G) 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 InventoryInventory in which the Agent holds a first priority security interest. (8) H) From time to timetime and during normal business hours, access to the Companies' 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 CIT the Agent reasonably may require. (ii) The Companies Company may deliver to CIT the Agent any borrowing base certificate, collateral report or other material that the Companies are Company is required to deliver to CIT the Agent under clauses (1A), (2B), (3C) and (4D) of Section 7.2(g)(i6.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1A) Each Electronic Transmission must be sent by the treasurer or chief financial officer a Responsible Officer of the Funds Administrator Company (or any other authorized officer satisfactory to CITthe Agent), and must be addressed to the loan officer and the collateral analyst of CIT the Agent that handle the Companies' Company’s account, as designated by CIT 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 12.6 11.6 hereof. (2B) 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 Funds Administrator Company under this Section 7.2(g6.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 12.611.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. CIT 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. (3C) Each Electronic Transmission must contain the name and title of the officer of the Funds Administrator Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: "Pursuant to the Financing Agreement dated July [___]__________, 2006 2005 among Asarco LLC (the “Company”), the lenders that are parties thereto (the “Lenders”) and The CIT Group/Commercial Services, Inc. ("CIT"), Ronson Corporation, Ronson AviationBusiness Credit, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. as Agent for the Lenders (collectively, the "Companies"“Agent”), the undersigned __________ [title of submitting officer] of the Funds Administrator Company hereby delivers to CIT the 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 Agent the Company."’s [describe (4D) The Companies agree Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT the Agent by means of an Electronic Transmission and agrees to furnish to CIT the Agent such original versions within five (5) Business Days of CIT's the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic TransmissionTransmission or another Responsible Officer of the Company. (iii) 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 The Company hereby authorizes CIT the Agent to regard such the Company's ’s printed name or rubber stamp signature on assignment schedules materials transmitted to the Agent pursuant to Section 6.2(g)(ii) or invoices as the equivalent of a manual signature by such one of the Company's authorized officers oror 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

Sources: Debtor in Possession Financing Agreement

Collateral Reporting and Information. (i) The Companies agree Company agrees to -------------------------------------- furnish to CIT: (1) On At least once each date on which the Companies request or are to receive a Revolving Loan or the issuance of a Letter of Credit week (but more frequently upon CIT's ’s reasonable request), a borrowing base certificate in form and substance reasonably satisfactory to CIT, certified by the treasurer or chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance reasonably satisfactory to CIT) as CIT reasonably may request. CIT, includingin its sole discretion, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit 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 receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reportssubmitting borrowing base certificates when required hereunder. (2) On or before the 15th 20th day of each monthmonth 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 CIT’s reasonable request), a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding month and 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 CIT reasonably shall require, certified by the treasurer or the chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), together with (x) a reconciliation, as of the last day of the preceding month, of the Companies' Company’s Trade Accounts Receivable aging report to the Companies' Company’s 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 Companies Company to CIT, and (Bz) update the amount of ineligible Trade Accounts Receivable. (3) At least once each week (but more frequently upon if required by CIT's reasonable request), a summary of Inventory (containing such detail from the Companies' perpetual inventory as CIT may require) as of the last Business Day of the preceding week, together with other information sufficient to allow CIT to update the amount of ineligible Eligible Accounts Receivable and Eligible Inventory. (43) On or before the 15th 20th day of each monthmonth 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 CIT’s reasonable request), an aged trial balance of all the Companies' Company’s accounts payable as of the last day of the preceding month. (54) On or before the last day of each month, a copy of the bank statement for the Companies' primary operating account for the preceding month. (6) Together with the collateral information described in clause (i) above, Prompt written disclosure of (x) 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 CompaniesCompany, (y) all asserted customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (z) all matters (other than general economic conditions and matters affecting the industry generally) adversely effecting affecting the value of a material amount of the Inventory, all in such detail and format as CIT reasonably may require, provided that to the extent that any such matter would not have a Material Adverse Effect, the Company may disclose such matter to CIT when the Company provides CIT with the borrowing base certificate described in clause (i) above. (75) Prior written notice of any change in the location of any Collateral to any location other than listed on Schedule 7.1 (b) and any material change in type, quantity, quality or mix of the Inventory. (8) 6) From time to time, on reasonable prior notice and subject to the limitations set forth in Section 7.2(a), access to the Companies' 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 CIT reasonably may require. (ii) The Companies Company may deliver to CIT any borrowing base certificate, collateral report or other material that the Companies are Company is required to deliver to CIT under clauses (1), (2), (3) and (43) of Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), and must be addressed to the loan officer and the collateral analyst of CIT that handle the Companies' Company’s account, as designated by 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 12.6 hereof. (2) 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 Funds Administrator Company under this Section 7.2(g), . must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 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. 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. (3) Each Electronic Transmission must contain the name and title of the officer of the Funds Administrator Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: "Pursuant to the Financing Agreement dated July [___]April 26, 2006 among between The CIT Group/Commercial ServicesBusiness Credit, Inc. ("CIT")”) and ▇▇▇▇▇▇▇-▇▇▇▇▇ Nitrogen, Ronson Corporation, Ronson Aviation, Inc., Ronson Consumer Products Inc. now known as Rentech Energy Midwest Corporation and Ronson Corporation of Canada, Ltd. (collectively, the "Companies"“Company”), the undersigned __________ [title of submitting officer] of the Funds Administrator Company hereby delivers to CIT the Companies' ____________ Company’s [describe submitted reports]. The Funds Administrator, on behalf of the Companies, 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 Funds Administrator 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." (4) The Companies agree Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT by means of an Electronic Transmission and agrees to furnish to CIT such original versions within five (5) Business Days of CIT's ClT’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission. (iii) 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 The Company hereby authorizes CIT to regard such the Company's ’s printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by such one of the Company's ’s authorized officers oror agents. The Company’s failure to promptly deliver to CIT any schedule, report, statement or other information set forth in this Section 7.2(g) shall not affect, diminish, modify or otherwise limit CIT’s security interests in the Collateral.

Appears in 1 contract

Sources: Financing Agreement (Rentech Inc /Co/)

Collateral Reporting and Information. (i) The Companies agree Company agrees to -------------------------------------- furnish to CIT: (1) On each date on which the Companies request Company requests or are is to receive a Revolving Loan or the issuance of a Letter of Credit (but at least once a week or more frequently upon CIT's ’s reasonable request), a borrowing base certificate in form and substance satisfactory to CIT, certified by the treasurer or chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to CIT) as CIT may request, including, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reports. (2) On or before the 15th day of each month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding 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, all in such form as CIT reasonably shall require, certified by the treasurer or the chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), together with (x) a reconciliation, as of the last day of the preceding month, of the Companies' Company’s Trade Accounts Receivable aging report to the Companies' Company’s general ledger, and (y) information sufficient to allow CIT to (A) reconcile, as of the date of such report, the Companies' Company’s Trade Accounts Receivable aging report to the applicable borrowing base certificate delivered by the Companies Company to CIT, and (B) update the amount of ineligible Trade Accounts Receivable. (3) At least once each week (but more frequently upon CIT's ’s reasonable request), a summary of Inventory (containing such detail from the Companies' Company’s perpetual inventory as CIT may require) as of the last Business Day of the preceding week, together with information sufficient to allow CIT to update the amount of ineligible Inventory. (4) On or before the 15th day of each month, an aged trial balance of all the Companies' Company’s accounts payable as of the last day of the preceding month. (5) On or before the last day of each month, a copy of the bank statement for the Companies' Company’s primary operating account for the preceding month. (6) Together with the collateral information described in clause (i) above, disclosure of (x) all matters adversely affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the CompaniesCompany, (y) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goodsgoods in an amount in excess of $50,000, and (z) all matters adversely effecting the value of the Inventory, all in such detail and format as CIT reasonably may require. (7) Prior written notice of any change in the location of any Collateral and any material change in type, quantity, quality or mix of the Inventory. (8) From time to time, access to the Companies' 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 CIT reasonably may require. (ii) The Companies Company may deliver to CIT any borrowing base certificate, collateral report or other material that the Companies are Company is required to deliver to CIT under clauses (1), (2), (3) and (4) of Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Funds Administrator Company (or any other authorized officer satisfactory to CIT), and must be addressed to the loan officer and the collateral analyst of CIT that handle the Companies' Company’s account, as designated by 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 12.6 hereof. (2) 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 Funds Administrator Company under this Section 7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 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. 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. (3) Each Electronic Transmission must contain the name and title of the officer of the Funds Administrator Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: "Pursuant to the Financing Agreement dated July [___], 2006 among between The CIT Group/Commercial Services, Inc. ("CIT")”) and Ascendia Brands Co., Ronson Corporation, Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. Inc. (collectively, the "Companies"“Company”), the undersigned __________ [title of submitting officer] of the Funds Administrator Company hereby delivers to CIT the Companies' Company’s ____________ [describe submitted reports]. The Funds Administrator, on behalf of the Companies, 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 Funds Administrator 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." (4) The Companies agree Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT by means of an Electronic Transmission and agrees to furnish to CIT such original versions within five (5) Business Days of CIT's ’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission. (iii) 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 The Company hereby authorizes CIT to regard such the Company's ’s printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by such one of the Company's ’s authorized officers oror agents. The Company’s failure to promptly deliver to CIT any schedule, report, statement or other information set forth in this Section 7.2(g) shall not affect, diminish, modify or otherwise limit CIT’s security interests in the Collateral.

Appears in 1 contract

Sources: Financing Agreement (Ascendia Brands, Inc.)

Collateral Reporting and Information. (i) The Companies agree to -------------------------------------- furnish to CITthe Agent: (1) On each date on which the Companies request or are to receive a Revolving Loan or the issuance of a Letter of Credit (but more frequently upon CIT's the Agent’s reasonable request), a borrowing base certificate in form and substance satisfactory to CITthe Agent, certified by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to CITthe Agent) as CIT the Agent may requestrequest in its Permitted Discretion, including, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of invoices and shipping evidenceinvoices, credit and debit memos and/or adjustment registers, and updated inventory reports. (2) On or before the 15th day of each month, a detailed and summary aging report of Trade Accounts Receivable existing as of the last day of the preceding 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, all in such form as CIT the Agent reasonably shall require, certified by the treasurer or the chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), together with (x) a reconciliation, as of the last day of the preceding month, of the Companies' Trade Accounts Receivable aging report to the Companies' general ledger, and (y) information sufficient to allow CIT 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 Companies Funds Administrator to CITthe Agent, and (B) update the amount of ineligible Trade Accounts Receivable. (3) At least once each week (but more frequently upon CIT's the Agent’s reasonable request), a summary payroll report, a schedule of Inventory (containing such detail from the Companies' perpetual inventory as CIT may require) as of the last Business Day of the preceding weekall Eligible Unbilled Accounts Receivable and sales, together with information sufficient each in form and substance satisfactory to allow CIT to update the amount of ineligible InventoryAgent. (4) On or before the 15th day of each month, an aged trial balance of all the Companies' accounts payable as of the last day of the preceding month. (5) On or before the last day of each month, a copy of the bank statement for the Companies' primary operating account for the preceding month. (6) Together with the collateral information described in clause (i) above, disclosure of (x) all matters adversely affecting the value, enforceability or collectibility collectability of the Trade Accounts Receivable of the CompaniesCompanies if such amount is in excess of $200,000 for AT&T and $50,000 for any other Trade Accounts Receivable, and (y) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (z) all matters adversely effecting the value of the Inventory, all in such detail and format as CIT reasonably may requirerejections. (7) Prior written notice of any change in the location of any Collateral and any material change in type, quantity, quality or mix of the InventoryCollateral. (8) From time to time, access to the 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 CIT the Agent reasonably may require. (ii) The Companies Funds Administrator may deliver to CIT the Agent any borrowing base certificate, collateral report or other material that the Companies are any Company is required to deliver to CIT the Agent under clauses (1), (2), (3) and (4) of Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to CITthe Agent), and must be addressed to the loan officer and the collateral analyst of CIT the Agent that handle the Companies' account, as designated by CIT 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 12.6 hereof. (2) 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 Funds Administrator under this Section 7.2(g)), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 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. CIT 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. (3) Each Electronic Transmission must contain the name and title of the officer of the 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 [___]May 11, 2006 among Aegis Communications Group, Inc. (the “Company”), certain of its direct and indirect subsidiaries, the Lenders that are parties thereto and The CIT Group/Commercial ServicesBusiness Credit, Inc. Inc, as Agent for the lenders ("CIT"), Ronson Corporation, Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of Canada, Ltd. (collectively, the "Companies"“Agent”), the undersigned __________ [title of submitting officer] of the Funds Administrator Company hereby delivers to CIT the Companies' ____________ Agent the Company’s [describe submitted reports]. The Funds Administrator, on behalf of the Companies, Company represents and warrants to CIT 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 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." (4) The Companies agree Funds Administrator agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT the Agent by means of an Electronic Transmission and agrees to furnish to CIT the Agent such original versions within five (5) Business Days of CIT's the Agent’s request for such materials, signed and certified (to the extent required hereunder) by the officer submitting the Electronic Transmission. (iii) Each Company hereby 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 CIT Agent to regard such Company's ’s printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of the Company’s authorized officers or agents. The Companies’ failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 7.2(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's authorized officers or, 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.

Appears in 1 contract

Sources: Financing Agreement (Aegis Communications Group Inc)