Financial Statements and Certificates. It will furnish to the Lender (i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of the Borrowers consisting of at least a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Event of Default that has occurred and is continuing, or if they have become aware of any such event, describing it and the steps, if any taken or being taken to cure it; (ii) within 45 days after the end of each fiscal quarter of it, (a) a copy of an unaudited consolidated financial statement of the Borrowers prepared in the same manner as the report referred to in clause (i) above, signed by the chief financial officer or Corporate Controller of Parent and consisting of at least a balance sheet as at the close of such quarter, statements of earnings, cash flow, income and source and application of funds for such quarter and for the period from the beginning of such fiscal year to the close of such quarter; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(a) are true and correct and (II) no Event of Default has occurred, including, but not limited to, no Event of Default with respect to any of the financial covenants contained in the Documents; and (iii) within 30 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and and (2) a certificate signed by the President or chief financial officer of it providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is true and correct; and(iv) if requested by Lender in writing, (1) documentation to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not limited to, sales reports, cash receipts reports and credit and debit journals; and/or (2) copies of all of its bank statements and reconcilliations thereof, including, but not limited to, Lock Box Accounts statements; (v) on the fifteenth (15th) Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. day of each month, (or if such day is not a Business Day, the next day that is a Business Day) a completed Lender's standard form borrowing base certificate, which shall be executed by the President or the chief financial officer of the Borrowers, and shall contain information as of the last Business Day of the immediately preceding month; (vi) at least 45 days prior to the end of each of its fiscal years, a copy of its Business Plan for the immediately following fiscal year; (vii) schedules of Accounts Receivable in form and manner acceptable to Lender (which shall include current addresses and telephone numbers of Account Debtors) as often as requested by Lender, (viii) at Lender's request, Borrowers shall make available to Lender for inspection copies (or, at Lender's request after an Event of Default, originals) of all orders, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventory, the sale or disposition of which has resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (x) copies of all federal and state tax returns of it, including, but not limited to, requests for extensions of such tax returns, when and as filed; (xi) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to it; and (xii) such other information as the Lender from time to time reasonably requests. Borrowers' failure to deliver or execute and deliver any of the items listed in this Section shall not affect or limit Lender's security interest in the Collateral.
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Sources: Loan and Security Agreement (Travis Boats & Motors Inc)
Financial Statements and Certificates. It will furnish to the Lender Lender: (i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of the Borrowers it consisting of at least a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a such certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Event of Default that has occurred as may be required under generally accepted accounting practices and is continuing, or if they have become aware of any such event, describing it principles and the steps, if any taken or being taken to cure itrules and regulations of the SEC; (ii) within 45 (a) 30 days after the end of each month other than the month ending at the end of its fiscal quarter year, and (b) 60 days after the end of itthe month ending at the end of its fiscal year, (a) a copy of an unaudited consolidated financial statement of the Borrowers it prepared in the same manner as the report referred to in clause (i) aboveabove (including, but not limited to, prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles) with the exception that the monthly reports other than monthly reports dated as of the end of any fiscal quarter of it do not need to take into account all adjustments necessary to be in accordance with generally accepted accounting principles, signed by the chief financial officer or Corporate Controller controller or treasurer of Parent it and consisting of at least a balance sheet as at the close of such quarter, month and statements of earnings, earnings and cash flow, income and source and application of funds flow statement for such quarter month and for the period from the beginning of such fiscal year to the close of such quartermonth; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(a) are true and correct and (II) no Event of Default has occurred, including, but not limited to, no Event of Default with respect to any of the financial covenants contained in the Documents; and (iii) within 30 10 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and and (2) a certificate signed by the President or chief financial officer of it providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is true and correct; and(iv) if requested by Lender in writing, (1) documentation to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not limited to, sales reports, cash receipts reports and credit and debit journals; and/or and (2) copies of all of its bank statements and reconcilliations thereof, including, but not limited to, Lock Box Accounts statements; (v) on the fifteenth (15th) Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. day of each month, (or if such day is not a Business Day, the next day that is a Business Day3) a completed Lender's standard form borrowing base certificate, which shall be executed certificate signed by the President or the chief financial officer or controller or treasurer of it providing that the Borrowers, and shall contain information as of the last Business Day of the immediately preceding month; (vi) at least 45 days prior to the end of each of its fiscal years, a copy of its Business Plan for the immediately following fiscal year; (vii) schedules of Accounts Receivable in form and manner acceptable items being provided to Lender pursuant to clauses (which shall include current addresses and telephone numbers of Account Debtorsiii)(1) as often as requested by Lender, (viii) at Lender's request, Borrowers shall make available to Lender for inspection copies (or, at Lender's request after an Event of Default, originals) of all orders, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventory, the sale or disposition of which has resulted in Accounts Receivable; (ix) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; (x) copies of all federal and state tax returns of it, including, but not limited to, requests for extensions of such tax returns, when and as filed; (xi) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to it; and (xii2) such other information as the Lender from time to time reasonably requests. Borrowers' failure to deliver or execute above are true and deliver any of the items listed correct in this Section shall not affect or limit Lender's security interest in the Collateral.all material respects; - 28 - ***(REDACTED) - Confidential Treatment Requested
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Financial Statements and Certificates. It will furnish to the Lender Lender:
(i) within 90 days after the close of each fiscal year of it, a copy of the annual consolidated audited report of the Borrowers it consisting of at least a balance sheet, statement of operating results and retained earnings, statement of cash flows and notes to financial statements, profit and loss statement and statement of changes in financial position of it prepared on a consolidating and consolidated basis and in conformity with generally accepted accounting principles, duly prepared by certified public accountants of recognized standing selected by it and approved by the Lender, together with a such certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Event of Default that has occurred as may be required under generally accepted accounting practices and is continuing, or if they have become aware of any such event, describing it principles and the steps, if any taken or being taken to cure it; rules and regulations of the SEC;
(ii) within 45 (a) 30 days after the end of each month other than the month ending at the end of its fiscal quarter year, and (b) 60 days after the end of itthe month ending at the end of its fiscal year, (a) a copy of an unaudited consolidated financial statement of the Borrowers it prepared in the same manner as the report referred to in clause (i) aboveabove with the exception that the monthly reports other than monthly reports dated as of the end of any fiscal quarter of it do not need to take into account all adjustments necessary to be in accordance with generally accepted accounting principles, signed by the chief financial officer or Corporate Controller controller of Parent it and consisting of at least a balance sheet as at the close of such quarter, month and statements of earnings, earnings and cash flow, income and source and application of funds flow statement for such quarter month and for the period from the beginning of such fiscal year to the close of such quarter; and (b) a certificate signed by the President or chief financial officer of it providing that (I) the financial statements being provided to Lender pursuant to clauses (ii)(a) are true and correct and (II) no Event of Default has occurred, including, but not limited to, no Event of Default with respect to any of the financial covenants contained in the Documents; and month;
(iii) within 30 10 days after the end of each month, (1) a statement showing age and reconciliation of its Accounts Receivable and accounts payable for the preceding month and a status of its Inventory showing location, age, components and value, in such form and detail as Lender may reasonably request; and and (2) a certificate signed by the President or chief financial officer of it providing that the financial statements being provided to Lender pursuant to clause (iii)(1) above is true and correct; and(iv) if requested by Lender in writing, (1) documentation to support the Accounts Receivable statement set forth in clause (iii)(1) above, including, but not limited to, sales reports, cash receipts reports and credit and debit journals; and/or and (3) a certificate signed by the President or chief financial officer or controller of it providing that the items being provided to Lender pursuant to clauses (iii)(1) and (2) above are true and correct in all material respects;
(iv) within 30 days after the end of each fiscal quarter of it, a certificate, in form and manner satisfactory to Lender, signed by the president or chief financial officer or controller of it providing that (a) it is in compliance with all covenants set forth in the Documents as of the end of such fiscal quarter, including, but not limited to, any and all of the financial covenants contained in the Documents; and (b) no Event of Default has occurred, or may occur with the giving of notice or passage of time, or both;
(v) within 30 days after the end of each month, copies of all of its bank statements and reconcilliations reconciliations thereof, including, but not limited to, Lock Box Accounts statementsstatements received during such month;
(vi) by Noon, Chicago time, of the first Business Day of each week, computed as of the close of business for the immediately preceding Business Day, (a) Borrower’s Accounts Receivable aging; and (vb) on sales report and cash receipt report setting forth Borrower’s sales and cash receipts from the fifteenth immediately preceding weekly sales and cash receipt reports provided to Lender;
(15thvii) Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with no later than the Commission. day 10th Business Day of each month, computed as of the close of business on the last Business Day of the preceding month (or if such day is not a “Monthly Borrowing Base Certificate”), and with each request for a Working Capital Loan hereunder computed as of the close of business on the immediately preceding Business Day, and at such times as Lender may request computed as of the next day that is close of business on the immediately preceding Business Day (each such certificate required on each Loan or at Lender’s request shall be referred to as a Business Day) “Daily Borrowing Base Certificate”), a completed Lender's standard form borrowing base certificateBorrowing Base Certificate, which shall be executed by the President or the chief financial officer or controller of the Borrowers, and shall contain information as of the last Business Day of the immediately preceding month; Borrower;
(viviii) at least within 45 days prior to after the end of each of its Borrower’s fiscal years, a copy of its Business Plan for the fiscal year immediately following such ending fiscal year; ;
(viiix) schedules of Accounts Receivable in form and manner acceptable to Lender (which shall include current addresses and telephone numbers of Account Debtors) as often as requested by Lender, but not less frequently than semi-annually;
(viiix) at Lender's ’s request, Borrowers Borrower shall make available to also furnish Lender for inspection with copies (or, at Lender's ’s request after an Event of Default, originals) of all orders, invoices, and similar agreements and documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for Inventory, the sale or disposition of which has resulted in Accounts Receivable; ;
(ixxi) the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Accounts Receivable, immediately upon receipt thereof and in the same form as received, with all necessary endorsements to enable Lender to enforce the same; ;
(xxii) copies of all federal and state income tax returns of it, including, but not limited to, requests for extensions of such income tax returns, when and as filed; ;
(xixiii) copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity with respect to it; and and
(xiixiv) such other information as the Lender from time to time reasonably requests. Borrowers' Borrower’s failure to deliver or execute and deliver any of the items listed in this Section shall not affect or limit Lender's ’s security interest in the Collateral.
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