payment in full of the Obligations, Borrower shall and shall cause each of
its Subsidiaries to do all of the following:
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6.1
Accounting System.
Maintain a system of accounting that enables
Borrower to produce financial statements in accordance with GAAP and maintain
records pertaining to the Collateral that contain information as from time to
time reasonably may be requested by Agent.
Borrower also shall keep a reporting
system that shows all additions, sales, claims, returns, and allowances with
respect to its and its Subsidiaries' sales.
6.2
Collateral Reporting.
Provide Agent (and if so requested by Agent,
with copies for each Lender) with the following documents upon reasonable
request by the Agent, in form reasonably satisfactory to Agent:
(a)
a detailed list of Borrower's and its Subsidiaries' customers,
including number of Installed Store locations, and
(b)
such other reports as to the Collateral or the financial condition of
Borrower and its Subsidiaries, as Agent may request.
6.3
Financial Statements, Reports, Certificates.
Deliver to Agent, with
copies to each Lender:
(a)
within 45 days after the end of each of the first three quarters
during each of Borrower's fiscal years,
(I)
AN UNAUDITED CONSOLIDATED BALANCE SHEET, INCOME STATEMENT, AND
STATEMENT OF CASH FLOW COVERING BORROWER'S AND ITS SUBSIDIARIES' OPERATIONS
DURING SUCH PERIOD AND FOR THE THREE MONTH PERIOD THEN ENDED,
(II)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OF BORROWER AND ITS
SUBSIDIARIES, DESCRIBING IN REASONABLE DETAIL THEIR OPERATIONS AND FINANCIAL
CONDITION AND ANY CONSTRUCTION UPDATES FOR SUCH PERIOD, AND
(III)
A COMPLIANCE CERTIFICATE;
PROVIDED, THAT THE FOREGOING CLAUSES (I) AND (II) SHALL BE SATISFIED BY FILING
OF BORROWER'S 10-Q WITH THE SEC INCLUDING SUCH FINANCIAL STATEMENTS AND REPORTS
(AND THE PUBLIC FILING OF SUCH REPORT WITH THE SEC SHALL CONSTITUTE DELIVERY
UNDER THIS SECTION 6.3(A));
(b)
within 120 days after the end of each of Borrower's fiscal years
(for the avoidance of doubt, including Borrower's fiscal year ended December 31,
2019),
(I)
CONSOLIDATED FINANCIAL STATEMENTS OF BORROWER AND ITS SUBSIDIARIES
FOR EACH SUCH FISCAL YEAR, AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
REASONABLY ACCEPTABLE TO AGENT AND CERTIFIED, WITHOUT ANY QUALIFICATIONS
(INCLUDING ANY (A) "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION (EXCEPT TO
THE EXTENT THAT SUCH QUALIFICATION OR EXCEPTION IS DUE SOLELY TO THE FACT THAT
THE REVOLVER MATURITY DATE OR THE DELAYED DRAW TERM LOAN MATURITY DATE AT THE
TIME OF SUCH AUDIT IS SCHEDULED TO OCCUR WITHIN TWELVE MONTHS OF THE END OF SUCH
FISCAL YEAR), (B) QUALIFICATION OR EXCEPTION AS TO THE SCOPE OF SUCH AUDIT, OR
(C) QUALIFICATION WHICH RELATES TO THE TREATMENT OR CLASSIFICATION OF ANY ITEM
AND WHICH, AS A CONDITION TO THE REMOVAL OF SUCH QUALIFICATION, WOULD REQUIRE AN
ADJUSTMENT TO SUCH ITEM, THE EFFECT OF WHICH WOULD BE TO
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CAUSE ANY NONCOMPLIANCE WITH THE PROVISIONS OF SECTION 7.18), BY SUCH
ACCOUNTANTS TO HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP (SUCH AUDITED
FINANCIAL STATEMENTS TO INCLUDE A BALANCE SHEET, INCOME STATEMENT, AND STATEMENT
OF CASH FLOW AND, IF