Common use of Collateral Reports Clause in Contracts

Collateral Reports. In addition, each Borrower shall provide to Agent a written report at least once every month unless requested more often by Agent (the "Collateral Report"), substantially in the form attached hereto as Exhibit D-4 describing or including, in a form and with such specificity as is satisfactory to Agent: (i) all Accounts created or acquired by such Borrower subsequent to the immediately preceding Collateral Report; together with copies of any other reports or information, in a form and with such specificity as is satisfactory to Agent, concerning Accounts included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account which has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrower's Current Asset Base in a form reasonably acceptable to the Agent; and (v) such additional information as Agent shall require.

Collateral Reports. In addition, each Borrower shall provide to Administrative Agent with a written report on at least once every a monthly basis (or on a weekly basis whenever Excess Availability is less than Three Million Dollars ($3,000,000)) reflecting activity for each month or week, as the case may be, unless reasonably requested more often by Administrative Agent (the "Collateral ReportCOLLATERAL REPORT"), substantially in the form attached hereto as Exhibit D-4 describing or includingand substance, in a form and with such specificity specificity, as is satisfactory to Administrative Agent: (i) all Eligible Accounts created or acquired by such Borrower subsequent to the immediately preceding Collateral Report; together with copies of any other reports or information, in a form and with such specificity as is satisfactory to Administrative Agent, concerning Accounts included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by Administrative Agent, including, without limitation, but only if specifically requested by Administrative Agent, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account which has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrower's Current Asset Base in a form reasonably acceptable the Borrowing Base, including information on all sales of or other reductions of and all additions to the AgentInventory, all returns of Inventory, all credits issued by any Company and all complaints and claims against any Company; and (v) such additional information as Administrative Agent shall require.

Collateral Reports. In addition, each Borrower shall provide to Agent with a written report at least once every month unless requested more often by Agent (the "Collateral Report"), ) within two (2) Business Days of the end of each week substantially in the form attached hereto as Exhibit D-4 G, describing or including, in a form and with such specificity as is reasonably satisfactory to Agent: (i) all Eligible Accounts created or acquired by such Borrower subsequent to the immediately preceding Collateral ReportReport and specifically identifying those Accounts and Account Debtors on a ▇▇▇▇-and-hold basis and describing agreements of Borrower with such Account Debtors (using, for purposes of determining whether an Account is an Eligible Account, the criteria set forth in Subsection 3.2 hereof and such other criteria as Agent has previously indicated to Borrower are deemed by Agent to be appropriate in its sole determination made in Good Faith); together with copies of any other reports or information, in a form and with such specificity as is reasonably satisfactory to Agent, concerning Accounts included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account which has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrower's Current Asset Base in a form reasonably acceptable to the AgentBase; (v) information on all material claims against Borrower; and (vvi) such additional information as Agent shall reasonably require, including, if requested by Agent, an itemized statement of the amount of Third Party Goods. Borrower shall furnish each Lender with a copy of each Collateral Report, but without exhibits.

Collateral Reports. In addition, each Borrower shall provide to Agent Lender with a written report on at least once every month a weekly basis reflecting activity for each week, unless requested more often by Agent Lender (the "Collateral Report"), substantially in the form attached hereto as of Exhibit D-4 describing or including, in a form and with such specificity as is reasonably satisfactory to AgentLender: (i) all Eligible Accounts created or acquired by such Borrower subsequent to the immediately preceding Collateral ReportReport and specifically identifying those Accounts of Account Debtors with ▇▇▇▇-and-Hold Agreements (using, for purposes of determining whether an Account is an Eligible Account, the criteria set forth in subsection 3.2 and such other criteria as Lender has previously indicated to Borrower (or prior to the Merger had indicated to AFL) are deemed by Lender to be appropriate in its sole determination made in Good Faith); together with copies of any other reports or information, in a form and with such specificity as is reasonably satisfactory to AgentLender, concerning Accounts included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by AgentLender, including, without limitation, but only if specifically requested by AgentLender, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account which which, to the best of Borrower's knowledge, has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrower's Current Asset Base in a form reasonably acceptable Base, including information on all sales of or other reductions of and all additions to the AgentInventory, all returns of Inventory, all credits issued by Borrower and all written and all material, verbal complaints and claims against Borrower; and (v) such additional information as Agent Lender shall reasonably require, including without limitation, but only if requested by Lender, an itemized statement of the amount of raw materials, work in process or finished goods owned by other Persons in Borrower's possession ("Third Party Goods").

Collateral Reports. In addition, each Borrower shall provide to Agent with a written report at least once every month unless requested more often by Agent (the "Collateral Report"), ) within two (2) Business Days of the end of each week substantially in the form attached hereto as Exhibit D-4 3.1-4, describing or including, in a form and with such specificity as is reasonably satisfactory to Agent: (i) all Eligible Accounts created or acquired by such Borrower subsequent to the immediately preceding Collateral ReportReport and specifically identifying those Accounts and Account Debtors on a bill-and-hold basis and describing agreements of Borrower with ▇▇▇▇ Account Debtors (using, for purposes of determining whether an Account is an Eligible Account, the criteria set forth in Subsection 3.2 hereof and such other criteria as Agent has previously indicated to Borrower are deemed by Agent to be appropriate in its sole determination made in Good Faith); together with copies of any other reports or information, in a form and with such specificity as is reasonably satisfactory to Agent, concerning Accounts included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account which has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrower's Current Asset Base in a form reasonably acceptable to the AgentBase, including information on all material claims against Borrower; and (v) such additional information as Agent shall reasonably require, including, if requested by Agent, an itemized statement of the amount of Third Party Goods. Borrower shall furnish each Lender with a copy of each Collateral Report, but without exhibits.

Collateral Reports. In addition, Borrower Representative shall submit to Agent, not later than the tenth (10th) day of each Borrower shall provide to Agent month (or more frequently upon Agent's request while a Default is continuing), a written report at least once every reflecting activity for the immediately preceding month unless requested more often by Agent (the "Collateral Report"), substantially in the form attached hereto as Exhibit D-4 C-4 describing or including, in a form and with such specificity as is satisfactory to Agent: (i) all Accounts created or acquired by such Borrower Borrowers subsequent to the immediately preceding Collateral Report, on a consolidated basis and on a Borrower by Borrower basis; together with copies of any other reports or information, in a form and with such specificity as is satisfactory to Agent, concerning Accounts of any Borrower included, described or referred to in the Collateral Reports and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices and bills of lading prepared in connection with such Accounts; (ii) any net decrease in the aggregate amount of Eligible Accounts of such Borrower since that last reported to Agent in the preceding Collateral Report, and, if specifically requested by Agent, information in connection with (a) any Account of any Borrower in excess of $100,000 which has ceased to be an Eligible Account (including by reason of collection thereof) since the most recent Collateral Report and (b) any other Account of any Borrower in excess of $100,000 with respect to which any setoff, counterclaim or dispute has been asserted by any Account Debtor or any allegation of delayed performance or nonperformance has been made by any Account Debtor accompanied by a statement of any modification, adjustment or compromise with respect to any such Account of any Borrower which affects the amount due or the time when payment of such Account is to be made; provided such Borrower shall not be deemed to be in breach of this clause (ii) unless the aggregate amount of Accounts as to any Account Debtor as to which such Borrower fails to provide such information exceeds $250,000; (iii) information on all amounts collected by such Borrower Borrowers on Accounts subsequent to the immediately preceding Collateral Report; (iv) a calculation of such Borrowers' Borrowing Base, on a consolidated basis, including information on all sales of Inventory or other reductions of Inventory, all credits issued by any Borrower and all complaints and claims against any Borrower's Current Asset Base in a form reasonably acceptable to the Agent; , and (v) such additional information as Agent shall reasonably require.