Common use of Records and Schedules of Accounts Clause in Contracts

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) day of each month, a detailed aged trial balance of all Accounts as of the end of the immediately preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request; provided, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If Accounts in an aggregate face amount of $7,500,000 or more cease to be Eligible Accounts per month, Borrower shall notify Agent of such occurrence within three (3) Business Days after Borrower has knowledge thereof.

Appears in 3 contracts

Sources: Loan and Security Agreement (Summit Midstream Partners, LP), Loan and Security Agreement (Summit Midstream Partners, LP), Loan and Security Agreement (Summit Midstream Partners, LP)

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including all payments and collections thereon, and shall submit to Administrative Agent copies of sales, collection, reconciliation and other similar reports in form reasonably satisfactory to Administrative Agent, on such periodic basis as Administrative Agent may reasonably request. Each Borrower shall also provide to Administrative Agent, as soon as available and in any event by no later than on or before (i) the twenty-fifth (25th) 25th day after the end of each monthFiscal Quarter, (ii) during any period that any Loans are outstanding, the 25th day after the end of each month (iii) and, during any Borrowing Base Reporting Trigger Period, by the third Business Day of each week, a reasonably detailed aged trial balance of all Accounts (including all invoices aged by due date), as applicable, (x) as of the end of the immediately preceding Fiscal Quarter, (y) during any period that any Loans are outstanding, as of the end the preceding month, (z) and, during any Borrowing Base Reporting Trigger Period, as of the end of the preceding week, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Administrative Agent may reasonably request; provided, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If Accounts any Account in an aggregate face amount of $7,500,000 5,000,000 or more cease ceases to be an Eligible Accounts per monthReceivable, Borrower Borrowers shall notify Administrative Agent of such occurrence promptly (and in any event within three (35 Business Days) Business Days after any Borrower has knowledge thereof.

Appears in 3 contracts

Sources: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to the Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as the Collateral Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to the Collateral Agent; provided that Collateral Agent shall not request such report more than once during any 30 day period for so long as no Event of Default exists. Each Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) Collateral Agent on or before the 20th day of each month, (i) a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed (“Schedule of Accounts”), amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery(ii) upon the Collateral Agent’s request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled, (iii) a reconciliation of the Borrowers’ Accounts aging report to the Borrowers’ general ledger and applicable Borrowing Base Certificates delivered to the Collateral Agent and (iv) such other matters and information relating to the status of then existing Accounts as the Collateral Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,500,000 cease to be Eligible Accounts per monthin whole or in part, Borrower Borrowers shall notify the Collateral Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Borrower’s having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Delek US Holdings, Inc.), Revolving Credit Agreement (Delek US Holdings, Inc.)

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respects, including and all payments and collections thereon, thereon and shall submit to the Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as the Collateral Agent may reasonably requestshall request a sales and collections report for the preceding period, in form satisfactory to the Collateral Agent; provided that Collateral Agent shall not request such report more than once during any 30 day period for so long as no Event of Default exists. Each Borrower shall also provide to Agent, as soon as available and in any event by no later than the twenty-fifth (25th) Collateral Agent on or before the 20th day of each month, (i) a detailed aged trial balance of all Accounts existing as of the end last day of the immediately preceding month, specifying the names, addresses, face value, dates of invoices and due dates for each Account’s Account Debtor name and addressobligated on an Account so listed ("Schedule of Accounts"), amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery(ii) upon the Collateral Agent's request therefor, copies of invoices proof of delivery and invoice registers, copies a copy of related all documents, including repayment histories, histories and present status reports relating to the Accounts so scheduled, (iii) a reconciliation of the Borrowers' Accounts aging report to the Borrowers' general ledger and applicable Borrowing Base Certificates delivered to the Collateral Agent and (iv) such other matters and information relating to the status of then existing Accounts as the Collateral Agent may shall reasonably request; provided. In addition, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If if Accounts in an aggregate face amount in excess of $7,500,000 or more 1,500,000 cease to be Eligible Accounts per monthin whole or in part, Borrower Borrowers shall notify the Collateral Agent of such occurrence promptly (and in any event within three (32 Business Days) Business Days after Borrower has any Borrower's having obtained knowledge thereofof such occurrence and the Borrowing Base shall thereupon be adjusted to reflect such occurrence.

Appears in 1 contract

Sources: Revolving Credit Agreement (Delek US Holdings, Inc.)

Records and Schedules of Accounts. Each of Borrower and each Subsidiary Guarantor shall keep accurate and complete records of its Accounts in all material respectsAccounts, including all payments and collections thereon, and shall submit to Agent and Co-Collateral Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent and Co-Collateral Agent, on such periodic basis as Agent and Co-Collateral Agent may reasonably request. Each Borrower shall also provide to Agent and Co-Collateral Agent, as soon as available and in any event by no later than on or before the twenty-fifth (25th) 15th day of each month, a detailed aged trial balance of all Accounts as of the end of the immediately preceding month, specifying each Account’s Account Debtor name in the form customarily maintained by Borrowers and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request; provided, that during the continuance of any period commencing on any day that Availability has been less than the Threshold Amount for two consecutive Business Days, and continuing until Availability has exceeded, at all times during the preceding thirty consecutive days, the Threshold Amount, Borrower shall, no later than the last Business Day of each calendar week, deliver such Accounts information to Agent prepared as of the close of business of the prior calendar week. If Accounts in an aggregate face amount of $7,500,000 1,000,000 or more cease to be Eligible Accounts per monthAccounts, Borrower Borrowers shall notify Agent and Co-Collateral Agent of such occurrence promptly (and in any event within three (3) Business Days Days) after any Borrower has knowledge thereof. Within 180 days after the Closing Date, Borrowers shall put into effect a system of maintaining records, satisfactory to Agent, which segregates those Accounts encumbered pursuant to Vessel Lease Agreements from all other Accounts; provided, that the failure of Borrowers to do so shall not constitute a Default or an Event of Default hereunder; provided, further, that if such system is not in effect within such period Agent may establish additional reserves in respect of Accounts as provided in the definition of Vessel Lease Accounts Reserve.

Appears in 1 contract

Sources: Loan and Security Agreement (United Maritime Group, LLC)