Reports, Statements and Notices. Furnish to the Lender: (a) (i) as soon as available, but in no event more than forty-five (45) calendar days after the end of calendar quarter, internally prepared consolidated balance sheet and related consolidated statements of operations and cash flows of the Borrower and its Subsidiaries as of the end of such calendar quarter and internally prepared consolidated income statements of the Loan Parties and their Subsidiaries as of the end of such calendar quarter, prepared in accordance with GAAP and certified by the chief financial officer of the Borrower, subject to the absence of footnotes and to normal year-end audit adjustments; and (ii) each of the financial reports described in the foregoing sub-clause (i) shall be accompanied by a compliance certificate, in the form attached hereto as Exhibit C, and signed by the chief financial officer of the Borrower, which provides a detailed calculation of the financial covenants contained in Section 7 as of the applicable date of measurement and a statement as to whether the Loan Parties are in compliance with all of the terms and conditions of this Agreement; (i) as soon as available, but in no event more than one hundred twenty (120) calendar days after the end of each of the Loan Parties’ fiscal years, a copy of the annual audited consolidated balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows as of the end of and for such fiscal year, prepared in accordance with GAAP and audited by and accompanied by the opinion of KPMG LLP or another registered independent public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Parent and the Subsidiaries on a consolidated basis as of the end of and for such fiscal year in accordance with GAAP, and (ii) each such annual financial statement to be accompanied by a compliance certificate, in form attached hereto as Exhibit C, and signed by the chief financial officer of the Borrower, which provides a detailed calculation of the financial covenants contained in Section 7 as of the applicable fiscal year end and a statement as to whether the Loan Parties are in compliance with all of the terms and conditions of this Agreement; (c) as soon as available, but in no event more than thirty (30) calendar days after the end of each calendar month, a report, certified as true and correct by the chief financial officer or another Authorized Officer of the Borrower, setting forth (i) all amounts to paid from each Project Restricted Account during the preceding thirty day period, and payments scheduled to be paid from each such Project Restricted Account in the next following thirty day period; (ii) cash on the balance sheet; (iii) all accounts receivable of the Loan Parties as of the last calendar day of such month, which report shall include the amount and age of each account receivable (aged in increments of 30 days), and the name and mailing address of each account debtor, (iv) all inventory of the Loan Parties, and (v) all accounts payable and other Current Assets of the Loan Parties, in reasonable detail, which report shall include the amount and age of each account payable (aged in increments of 30 days); (d) as soon as possible, but in no event more than five (5) calendar days after any Loan Party obtains knowledge of a Default or an Event of Default, a certificate of the president or chief financial officer of the Borrower setting forth the details of such Default or Event of Default and the action the Loan Parties have taken or propose to take with respect thereto; (e) as soon as possible, but in no event more than five (5) calendar days after any Loan Party obtains knowledge of any event that results, or could reasonably be expected to result in, a Material Adverse Effect or which makes any of the representations set forth in Section 4 inaccurate in any material respect, a certificate of the chief financial officer of the Borrower setting forth the details of such event and the action the Loan parties have taken or propose to take with respect thereto; and (f) with reasonable promptness, such additional information, reports and statements concerning the Loan Parties, their Subsidiaries, or any of their respective businesses, properties, assets and/or liabilities as the Lender may from time to time reasonably request. Notwithstanding the foregoing, the obligations in paragraphs (a)(i) and (b)(i) of this Section 6.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing to the Lender the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations; provided, that the Borrower shall provide with such Form 10-K or 10-Q the certification required pursuant to paragraphs (a)(ii) and (b)(ii), as applicable, of this Section 6.1
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Sources: Loan Agreement (Plug Power Inc)
Reports, Statements and Notices. Furnish to the Lender:
(a) (i) as soon as available, but in no event more than forty-five (45) calendar days after the end of calendar quartermonth, internally prepared consolidated balance sheet and related consolidated statements of operations and cash flows sheets of the Borrower Parent and its Subsidiaries as of the end of such calendar quarter month, and internally prepared consolidated income statements of income and cash flows for the Loan Parties Parent and their its Subsidiaries as of for such month and for the end of such calendar quarteryear to date period then ended, each in reasonable detail and in form and substance reasonably satisfactory to the Lender, prepared in accordance with GAAP and certified by the chief financial officer an Authorized Officer of the Borrower, subject to the absence of footnotes and to normal year-end audit adjustments; and (ii) each of the financial reports described in the foregoing sub-clause (i) shall be accompanied by a compliance certificate, in the form attached hereto as Exhibit C, and signed by the chief financial officer of the Borrower, which provides a detailed calculation of the financial covenants contained in Section 7 as of the applicable date of measurement and a statement as to whether the Loan Parties are in compliance with all of the terms and conditions of this AgreementParent;
(ib) as soon as available, but in no event more than one hundred twenty (120) calendar days after the end of each of the Loan Parties’ fiscal years, a copy of the audited annual audited consolidated balance sheet and related consolidated financial statements of operations, changes the Parent and its Subsidiaries in stockholders’ equity and comprehensive income and cash flows as of the end of and for such fiscal year, prepared in accordance with GAAP and audited by and accompanied by the opinion of KPMG LLP or another registered independent public accounting firm of recognized national standing reasonable detail (without a “going concern” or like qualification qualification, exception or exception explanation and without any qualification or exception as to the scope of such audit) and in form and substance satisfactory to the effect that such consolidated Lender, prepared in accordance with GAAP, which financial statements present fairly in all material respects shall include consolidated balance sheets of the financial position Borrower and results of operations and cash flows of Parent and the its Subsidiaries on a consolidated basis as of the end of such fiscal year, consolidated statements of income and cash flows for the Borrower and its Subsidiaries for such fiscal year, and all normal and reasonable financial notes;
(c) as soon as available, but in no event more than forty-five (45) calendar days after the end of month, internally prepared consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such month, and consolidated statements of income and cash flows for the Borrower and its Subsidiaries for such month and for the year to date period then ended, each in reasonable detail and in form and substance reasonably satisfactory to the Lender, prepared in accordance with GAAPGAAP and certified by an Authorized Officer of the Parent;
(d) together with the financial statements delivered pursuant to Sections 6.1(c) above, and (ii) each such annual financial statement to be accompanied by a compliance certificate, in substantially the form attached hereto as Exhibit CE, and signed by the chief financial officer an Authorized Officer of the BorrowerParent, which provides a detailed calculation of the financial covenants contained in Section 7 as of the applicable fiscal year end and a statement as to whether the Loan Parties are in compliance with all of the terms and conditions of this Agreement;
(ce) as soon as available, but in no event more than fifteen (15) days after the end of each month, a monthly construction progress report for each Approved Project;
(f) as soon as available, but in no event more than thirty (30) calendar days after the end of each calendar month, a reportsummary construction report as to the Approved Projects on a Project by Project basis, certified regarding construction status and other key metrics and information, as true and correct by the chief financial officer or another Authorized Officer well as an accounting of the Borrower, setting forth (i) all the amounts in the Reserve Account funded as Debt Service Reserve for each Approved Project pursuant to paid from each Project Restricted Account during the preceding thirty day periodthis Agreement, and payments scheduled to be paid from each such Project Restricted Account in the next following thirty day period; (ii) cash on the balance sheet; (iii) all accounts receivable of amounts held in the Loan Parties Construction Account with respect to each Approved Project, in the form attached hereto as of the last calendar day of such month, which report shall include the amount and age of each account receivable (aged in increments of 30 days)Exhibit C, and the name and mailing address of each account debtor, (iv) all inventory of the Loan Parties, and (v) all accounts payable and other Current Assets of the Loan Parties, data shall be provided to Lender in reasonable detail, which report shall include the amount and age of each account payable (aged in increments of 30 days)a Microsoft compatible Import/Export format;
(dg) as soon as possible, but in no event more than five (5) calendar days after any Loan Party obtains knowledge of a Facility Default, a Facility Event of Default, a Project Company Default or an a Project Company Event of Default, a certificate of the president or chief financial officer an Authorized Officer of the Borrower Parent, setting forth the details of such Default or Event of Default thereof and the action the Loan Parties have taken or propose to take with respect thereto;
(eh) as soon as possible, but in no event more than five (5) calendar days after any Loan Party obtains knowledge of any event that results, or could reasonably be expected to result in, a Material Adverse Effect, a Project Material Adverse Effect or which makes any of the representations set forth in Section 4 inaccurate in any material respect, a certificate of the chief financial officer an Authorized Officer of the Borrower Parent, setting forth the details of such event and the action the Loan parties have taken or propose to take with respect thereto; and
(fi) as soon as possible, but in no event more than five (5) calendar days after any Loan Party obtains knowledge of a Change of Control, a certificate of an Authorized Officer of the Parent setting forth the details of such Change of Control;
(j) with reasonable promptness, such additional information, reports and statements concerning the Loan Parties, their Subsidiaries, Parties or any of their respective businesses, properties, assets and/or liabilities as the Lender may from time to time reasonably request. Notwithstanding the foregoing, the obligations in paragraphs (a)(i) and (b)(i) of this Section 6.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing to the Lender the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC within the applicable time periods required by applicable law and regulations; provided, that the Borrower shall provide with such Form 10-K or 10-Q the certification required pursuant to paragraphs (a)(ii) and (b)(ii), as applicable, of this Section 6.1.
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