Additional Deliveries (i) To Agent, upon its request, and in any event no less frequently than five (5) Business Days after the end of each Fiscal Month (together with a copy of any of the following reports requested by Agent in writing after the Closing Date), Borrower will deliver each of the following reports, each of which shall be prepared by Borrower as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request:
(A) a Borrowing Base Certificate with respect to Credit Parties, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion (in substantially the same form as Exhibit 4.2(d) (a “Borrowing Base Certificate”) as of the last day of such period (it being understood and agreed that, at its option, Borrower may deliver the Borrowing Base Certificate and such supporting detail and documentation more frequently than on a monthly basis, but not more frequently than on a weekly basis, it being further understood and agreed that, for any period during the first 6 months following the Closing Date, Borrower shall have the option of delivering an incomplete Borrowing Base Certificate, in which case, no deliveries will be required under Sections 4.2(d)(i)(B), 4.2(d)(i)(C) and 4.2(d)(iii)(A) through 4.2(d)(iii)(E) and the amount of the Borrowing Base for that period shall be deemed to be zero, provided that, once Borrower has delivered a completed Borrowing Base certificate this option shall no longer be available);
(B) with respect to Credit Parties, a summary of Inventory by location and type with a supporting perpetual Inventory report and a slow-moving Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion; and
(C) with respect to Credit Parties, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.
(ii) To Agent, if requested by Agent in connection with or following the delivery of a Borrowing Base Certificate, collateral reports with respect to Credit Parties, including all additions and reductions (cash and non-cash) with respect to Accounts of Credit Parties, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion each of which shall be prepared by the Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request;
(iii) To Agent, no later than the tenth (10th) Business Day after the end of each Fiscal Month and at the time of the delivery of each quarterly Financial Statements pursuant to this Section 4.2, as the case may be:
(A) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the most recent Borrowing Base, general ledger and month-end Inventory reports of Credit Parties to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(B) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the perpetual inventory by location to Credit Parties’ most recent Borrowing Base Certificate and general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the perpetual inventory by location to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(C) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, an aging of accounts payable and a reconciliation of that accounts payable aging to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, an aging of accounts payable and a reconciliation of that accounts payable aging to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(D) (x) no later than the tenth (10th) Business Day after the end of each Fiscal Month, a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to Credit Parties’ general ledger and (y) together with each delivery of the quarterly Financial Statements, a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Agent to such quarterly Financial Statements, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion;
(E) no later than the tenth (10th) Business Day after the end of each Fiscal Month, supporting detail and documentation satisfactory to Agent in its reasonable discretion relating to (i) the current and historical performance of Eligible Remnant Inventory and (ii) credit memos issued with respect to the Credit Memo Chargeback Accounts;
(F) together with each delivery of the quarterly Financial Statements, a summary of the outstanding balance of all intercompany loans owing by Borrower and owing by each Guarantor as of the last day of the applicable Fiscal Quarter;
(G) together with each delivery of the quarterly Financial Statements, a summary of the license royalty payments owing by each Credit Party as of the last day of the applicable Fiscal Quarter with respect to material contracts listed in clauses (i), (ii), (iii) and (iv) of Section 3.19, and a certificate that, to the Borrower’s knowledge, no default exists with respect to each such contract; and
(H) together with each delivery of the quarterly Financial Statements, a listing of each transaction with an Affiliate permitted pursuant to Section 3.8 hereto which involves payments or assets of greater than $1,000,000;
(iv) on the Closing Date and together with each delivery of the annual Financial Statements, and more frequently at any time there is a material increase in any rent or any storage, processing, freight or shipping charge, with respect to each leased, warehouse, processor or converter facility or other location where Collateral of any Credit Party is stored or located (in each case where Collateral of any Credit Party with a fair market value of greater than $50,000 is stored or located) (w) a schedule of rents showing the monthly rent due or other monthly charges due, (x) a schedule of accrued and unpaid storage and/or processing charges for the storage and/or processing of goods, (y) a schedule of accrued and unpaid charges of freight carrier or shipping company charges for the transportation of goods and (z) a certificate that, to the Borrower’s knowledge, no default exists with respect to each applicable agreement with such landlord, processor, bailee or freight carrier or shipping company;
(v) To Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to this Section 4.2, (i) a listing of government contracts of each Credit Party subject to the Financial Administration Act (Canada); and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the Canadian Patent and Trademark Office, the Canadian Copyright Office or any similar office or agency in the prior Fiscal Year.
Notice of Completion; Copy of Record Set of Plans Within fifteen (15) days after completion of construction of the Improvements, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same as Tenant’s agent for such purpose, at Tenant’s sole cost and expense. At the conclusion of construction, (i) Tenant shall cause the Architect and Contractor (A) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B) to certify to the best of their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C) to deliver to Landlord two (2) sets of copies of such record set of drawings within ninety (90) days following issuance of a certificate of occupancy for the Premises, and (ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.