Common use of Credit Insurance Policies Clause in Contracts

Credit Insurance Policies. (a) At all times while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured Receivable: (i) the Borrower shall maintain each relevant Credit Insurance Policy in full force and effect; (ii) the Borrower shall pay all premiums and other amounts due by the Borrower from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower and the Servicers shall refrain from taking any action or omitting to take any action which would reasonably be expected to prejudice or limit the Borrower’s or the Administrative Agent’s rights to payment under any such Credit Insurance Policy; (iv) the Borrower and the Servicers shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower and the Servicers shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower shall, and the Servicers shall cause the Borrower to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower and Servicers shall advise promptly the Administrative Agent of any payment the Borrower receives directly under any Credit Insurance Policy, any denial of coverage under any Credit Insurance Policy, any cancelation of any Credit Insurance Policy or any other information received in connection with any Credit Insurance Policy which is material to the payment of any claim thereunder; (viii) Neither the Borrower nor Servicers shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Credit Insurance Policy without the Administrative Agent’s prior written consent; and (ix) The Borrower and Servicers shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative Agent, to give further assurances of any of the rights granted or provided for herein or under any Credit Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder). (b) If the Borrower fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent may (in its discretion) pay such premium or other amount from the Collateral or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent from its own funds shall constitute a Borrower Indemnified Amount payable by the Borrower to the Administrative Agent hereunder. (c) As to any Insured Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Borrower and the Servicers shall, promptly (but not later than the later of (x) ten (10) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative Agent) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower and the Servicers shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Account and to be applied as a Collection in accordance with the terms of this Agreement. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower is required to subrogate it rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower shall (and the Servicers shall cause Borrower to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Account and upon such subrogation, the Administrative Agent shall be automatically deemed to have released to the Borrower any ownership or security interest it may have hereunder (on behalf of itself and the Lenders) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the Borrower, in each case at the sole expense of the Borrower; provided, however, that the Administrative Agent shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower and the Servicers shall furnish to the Administrative Agent and each Lender written notice thereof, together with a statement of the actions the Borrower plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent pursuant to any Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a).

Credit Insurance Policies. (a) At all times prior to the Final Payout Date while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is Receivables are being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured ReceivableReceivables: (i) the Borrower The Seller shall maintain each relevant the Credit Insurance Policy with respect thereto in full force and effect; (ii) the Borrower Seller shall pay all premiums and other amounts due by the Borrower Seller from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower Seller and the Servicers Servicer shall refrain from taking any action or omitting to take any action which would could reasonably be expected to prejudice or limit the BorrowerSeller’s or the Administrative AgentAdministrator’s rights to payment under any such Credit Insurance PolicyPolicy with respect to the Pool Receivables insured thereby; (iv) the Borrower Seller and the Servicers Servicer shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower Seller and the Servicers Servicer shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower Seller shall, and the Servicers Servicer shall cause the Borrower Seller to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower Seller and Servicers Servicer shall advise promptly the Administrative Agent Administrator of any payment the Borrower Seller receives directly under any Credit Eligible Insurance Policy, any denial of coverage under any Credit Insurance Policysuch policy, any cancelation of any Credit Insurance Policy such policy or any other information received in connection with any Credit Insurance Policy such policy which is material to the payment of any claim thereunder; (viii) Neither the Borrower Seller nor Servicers Servicer shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Credit Eligible Insurance Policy which is material to the payment of any claim thereunder without the Administrative Agent’s prior written consentconsent of the Administrator and Majority Purchaser Agents; and (ix) The Borrower Seller and Servicers Servicer shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative AgentAdministrator, to give further assurances of any of the rights granted or provided for herein or under any Credit Eligible Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder). (b) If the Borrower Seller fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent Administrator may (in its discretion) pay such premium or other amount from the Collateral Purchased Assets or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent Administrator from its own funds shall constitute a Borrower an Indemnified Amount payable by the Borrower Seller to the Administrative Agent Administrator hereunder. (c) As to any Insured Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Borrower Seller and the Servicers Servicer shall, promptly (but not later than the later of (x) ten twenty (1020) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative AgentAdministrator) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower Seller and the Servicers Servicer shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Lock-Box Account owned by the Seller and to be applied as a Collection in accordance with the terms of this Agreement. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower Seller is required to subrogate it rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower Seller shall (and the Servicers Servicer shall cause Borrower Seller to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Lock-Box Account and upon such subrogation, the Administrative Agent Administrator shall be automatically deemed to have released to the Borrower Seller any ownership or security interest it may have hereunder (on behalf of itself and the LendersPurchasers) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the BorrowerSeller, in each case at the sole expense of the BorrowerSeller; provided, however, that the Administrative Agent Administrator shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower Seller to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower Seller and the Servicers Servicer shall furnish to the Administrative Agent Administrator and each Lender Purchaser Agent written notice thereof, together with a statement of the actions the Borrower Seller plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent Administrator pursuant to any the Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a)1.6. Notwithstanding anything in this Agreement to the contrary, failure to maintain Eligible Credit Insurance shall not constitute a Termination Event or Unmatured Termination Event. For the avoidance of doubt, no Receivable shall constitute an Insured Receivable at any time the Credit Insurance Policy relating thereto shall cease to constitute Eligible Credit Insurance.

Credit Insurance Policies. (a) At all times prior to the Final Payout Date while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is Receivables are being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured ReceivableReceivables: (i) the Borrower shall maintain each relevant the Credit Insurance Policy with respect thereto in full force and effect; (ii) the Borrower shall pay all premiums and other amounts due by the Borrower from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower and the Servicers Servicer shall refrain from taking any action or omitting to take any action which would could reasonably be expected to prejudice or limit the Borrower’s or the Administrative Agent’s rights to payment under any such Credit Insurance PolicyPolicy with respect to the Pool Receivables insured thereby; (iv) the Borrower and the Servicers Servicer shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower and the Servicers Servicer shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower shall, and the Servicers Servicer shall cause the Borrower to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower and Servicers the Servicer shall promptly advise promptly the Administrative Agent of any payment the Borrower receives directly under any Eligible Credit Insurance PolicyInsurance, any denial of coverage under any Credit Insurance Policysuch policy, any cancelation of any Credit Insurance Policy such policy or any other information received in connection with any Credit Insurance Policy such policy which is material to the payment of any claim thereunder; (viii) Neither neither the Borrower nor Servicers the Servicer shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Eligible Credit Insurance Policy which is material to the payment of any claim thereunder without the prior written consent of the Administrative Agent’s prior written consent; and (ix) The the Borrower and Servicers the Servicer shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative Agent, to give further assurances of any of the rights granted or provided for herein or under any Eligible Credit Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder). (b) If the Borrower fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent may (in its sole discretion) pay such premium or other amount from the Collateral Collections on Pool Receivables or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent from its own funds shall constitute a an Borrower Indemnified Amount payable by the Borrower to the Administrative Agent hereunder. (c) As Solely with respect to any Insured Receivables onlyReceivables, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Borrower and the Servicers Servicer shall, promptly (but not later than the later of (x) ten twenty (1020) Business Days after such event or (y) the first second Business Day after the date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative Agent) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower and the Servicers Servicer shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Account and to be applied as a Collection Collections in accordance with the terms priority of this Agreementpayments set forth in Section 4.01. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower is required to subrogate it rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower shall (and the Servicers Servicer shall cause the Borrower to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Account and upon such subrogation, the Administrative Agent shall be automatically deemed to have released to the Borrower any ownership or security interest it may have hereunder (on behalf of itself and the Lenders) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the Borrower, in each case at the sole expense of the Borrower; provided, however, that the Administrative Agent shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower and the Servicers Servicer shall furnish to the Administrative Agent and each Lender written notice thereof, together with a statement of the actions the Borrower plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent pursuant to any the Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a)4.01. (g) Notwithstanding anything in this Agreement to the contrary, failure to maintain Eligible Credit Insurance shall not constitute an Event of Default or Unmatured Event of Default. For the avoidance of doubt, no Receivable shall constitute an Insured Receivable at any time the Credit Insurance Policy relating thereto shall cease to constitute Eligible Credit Insurance.

Credit Insurance Policies. (a) At all times prior to the Final Payout Date while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is Receivables are being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured ReceivableReceivables: (i) the Borrower Seller shall maintain each relevant the Credit Insurance Policy Policy(ies) with respect thereto in full force and effect; (ii) the Borrower Seller shall pay all premiums and other amounts due by the Borrower Seller from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower Seller and the Servicers Servicer shall refrain from taking any action or omitting to take any action which would could reasonably be expected to prejudice or limit the BorrowerSeller’s or the Administrative Agent’s rights to payment under any such Credit Insurance PolicyPolicy with respect to the Pool Receivables insured thereby; (iv) the Borrower Seller and the Servicers Servicer shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower Seller and the Servicers Servicer shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower Seller and the Servicer shall, and the Servicers Servicer shall cause the Borrower Seller to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower Seller and Servicers Servicer shall advise promptly the Administrative Agent of any payment the Borrower Seller receives directly under any Credit Insurance Policy, any denial of coverage under any Credit Insurance Policysuch policy, any cancelation of any Credit Insurance Policy such policy or any other information received in connection with any Credit Insurance Policy such policy which is material to the payment of any claim thereunder; (viii) Neither neither the Borrower Seller nor Servicers Servicer shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Credit Insurance Policy in respect of Insured Receivables, which is material to the payment of any claim thereunder, without the Administrative Agent’s prior written consentconsent of the Administrative Agent and the Required Purchasers; and (ix) The Borrower the Seller and Servicers Servicer shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative Agent, to give further assurances of any of the rights granted or provided for herein or under any Credit Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder). (b) If the Borrower Seller fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent may (in its sole discretion) pay such premium or other amount from the Collateral Pool Receivables or Collections thereon or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent from its own funds shall constitute a Borrower an Indemnified Amount payable by the Borrower Seller to the Administrative Agent hereunder. (c) As to any Pool Receivables reported as Insured Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Relief Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Borrower Seller and the Servicers Servicer shall, promptly (but not later than the later of (x) ten (10) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative Agent) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower Seller and the Servicers Servicer shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Account (or related Lock-Box) owned by the Seller and to be applied as a Collection in accordance with the terms of this Agreement. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower Seller is required to subrogate it its rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower Seller shall (and the Servicers Servicer shall cause Borrower Seller to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Account (or related Lock-Box) and upon such subrogation, the Administrative Agent shall be automatically deemed to have released to the Borrower Seller any ownership or security interest it may have hereunder (on behalf of itself and the LendersPurchasers) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the Borrower, in each case at the sole expense of the Borrowersubrogation; provided, however, that the Administrative Agent shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower Seller to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower and the Servicers shall furnish to the Administrative Agent and each Lender written notice thereof, together with a statement of the actions the Borrower plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent pursuant to any Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a).

Credit Insurance Policies. (a) At all times prior to the Final Payout Date while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is Receivables are being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured ReceivableReceivables: (i) the Borrower The Seller shall maintain each relevant the Credit Insurance Policy with respect thereto in full force and effect;; 745381243 05109795751949792 05109795 (ii) the Borrower Seller shall pay all premiums and other amounts due by the Borrower Seller from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower Seller and the Servicers Servicer shall refrain from taking any action or omitting to take any action which would could reasonably be expected to prejudice or limit the BorrowerSeller’s or the Administrative AgentAdministrator’s rights to payment under any such Credit Insurance PolicyPolicy with respect to the Pool Receivables insured thereby; (iv) the Borrower Seller and the Servicers Servicer shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower Seller and the Servicers Servicer shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower Seller shall, and the Servicers Servicer shall cause the Borrower Seller to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower Seller and Servicers Servicer shall advise promptly the Administrative Agent Administrator of any payment the Borrower Seller receives directly under any Credit Eligible Insurance Policy, any denial of coverage under any Credit Insurance Policysuch policy, any cancelation of any Credit Insurance Policy such policy or any other information received in connection with any Credit Insurance Policy such policy which is material to the payment of any claim thereunder; (viii) Neither the Borrower Seller nor Servicers Servicer shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Credit Eligible Insurance Policy which is material to the payment of any claim thereunder without the Administrative Agent’s prior written consentconsent of the Administrator and Majority Purchaser Agents; and (ix) The Borrower Seller and Servicers Servicer shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative AgentAdministrator, to give further assurances of any of the rights granted or provided for herein or under any Credit Eligible Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder). (b) If the Borrower Seller fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent Administrator may (in its discretion) pay such premium or other amount from the Collateral Purchased Assets or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent Administrator from its own funds shall constitute a Borrower an Indemnified Amount payable by the Borrower Seller to the Administrative Agent Administrator hereunder. (c) As to any Insured Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for 745381243 05109795751949792 05109795 reimbursement under a Credit Insurance Policy, the Borrower Seller and the Servicers Servicer shall, promptly (but not later than the later of (x) ten twenty (1020) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative AgentAdministrator) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower Seller and the Servicers Servicer shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Lock-Box Account owned by the Seller and to be applied as a Collection in accordance with the terms of this Agreement. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower Seller is required to subrogate it rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower Seller shall (and the Servicers Servicer shall cause Borrower Seller to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Lock-Box Account and upon such subrogation, the Administrative Agent Administrator shall be automatically deemed to have released to the Borrower Seller any ownership or security interest it may have hereunder (on behalf of itself and the LendersPurchasers) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the BorrowerSeller, in each case at the sole expense of the BorrowerSeller; provided, however, that the Administrative Agent Administrator shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower Seller to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower Seller and the Servicers Servicer shall furnish to the Administrative Agent Administrator and each Lender Purchaser Agent written notice thereof, together with a statement of the actions the Borrower Seller plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent Administrator pursuant to any the Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a)1.6. Notwithstanding anything in this Agreement to the contrary, failure to maintain Eligible Credit Insurance shall not constitute a Termination Event or Unmatured Termination Event. For the avoidance of doubt, no Receivable shall constitute an Insured Receivable at any time the Credit Insurance Policy relating thereto shall cease to constitute Eligible Credit Insurance.

Credit Insurance Policies. 729565239 15494375 38 (a) At all times prior to the Final Payout Date while (x) the Borrower is maintaining any Credit Insurance Policy, (y) any Pool Receivable is Receivables are being reported in any Pool Report as an Insured Receivable or (z) any Pool Receivable is being included in the Net Receivables Pool Balance as an Insured ReceivableReceivables: (i) the Borrower Seller shall maintain each relevant the Credit Insurance Policy with respect thereto in full force and effect; (ii) the Borrower Seller shall pay all premiums and other amounts due by the Borrower Seller from time to time under each such Credit Insurance Policy when due in accordance with the terms thereof; (iii) the Borrower Seller and the Servicers Servicer shall refrain from taking any action or omitting to take any action which would could reasonably be expected to prejudice or limit the BorrowerSeller’s or the Administrative AgentAdministrator’s rights to payment under any such Credit Insurance PolicyPolicy with respect to the Pool Receivables insured thereby; (iv) the Borrower Seller and the Servicers Servicer shall enforce the obligations of the applicable Credit Insurer under each such Credit Insurance Policy; (v) the Borrower Seller and the Servicers Servicer shall maintain all records and documents that may be necessary to make claims for reimbursement under each such Credit Insurance Policy; (vi) the Borrower Seller and the Servicer shall, and the Servicers Servicer shall cause the Borrower Seller to, perform all its other obligations under each such Credit Insurance Policy in accordance with the terms thereof (including, without limitation, delivering information regarding the relevant Pool Receivables and notices of insolvency with respect to Obligors when required pursuant to the terms of each such Credit Insurance Policy); (vii) the Borrower Seller and Servicers Servicer shall advise promptly the Administrative Agent Administrator of any payment the Borrower Seller receives directly under any Credit Insurance Policy, any denial of coverage under any Credit Insurance Policysuch policy, any cancelation of any Credit Insurance Policy such policy or any other information received in connection with any Credit Insurance Policy such policy which is material to the payment of any claim thereunder; (viii) Neither neither the Borrower Seller nor Servicers Servicer shall amend, modify or waive (or consent to any such amendment, modification or waiver of) any provision of any Credit Insurance Policy in respect of Insured Receivables, which is material to the payment of any claim thereunder, without the Administrative Agent’s prior written consentconsent of the Administrator and Majority Purchaser Agents; and (ix) The Borrower the Seller and Servicers Servicer shall deliver any additional instruments, certificates and documents, provide such other information and take such other actions as may be necessary or desirable, in the reasonable opinion of the Administrative AgentAdministrator, to give further assurances of any of the rights granted or provided for herein or under any Credit Insurance Policy (including, without limitation, providing copies of invoices, purchase orders, and the proof of delivery of products as may be requested by the insurer thereunder).. 729565239 15494375 39 (b) If the Borrower Seller fails to pay any premium or other amount due under any Credit Insurance Policy, the Administrative Agent Administrator may (in its sole discretion) pay such premium or other amount from the Collateral Pool Assets or Collections thereon or from its own funds in order to keep such Credit Insurance Policy in force. Any amount so paid by the Administrative Agent Administrator from its own funds shall constitute a Borrower an Indemnified Amount payable by the Borrower Seller to the Administrative Agent Administrator hereunder. (c) As to any Insured Designated Receivables only, in the event that any Obligor defaults on the payment of any of its Pool Receivables, becomes subject to an Insolvency Proceeding or becomes subject to any other event that gives rise to a claim for reimbursement under a Credit Insurance Policy, the Borrower Seller and the Servicers Servicer shall, promptly (but not later than the later of (x) ten (10) Business Days after such event or (y) the first date on which such a claim may be filed pursuant to the terms of such Credit Insurance Policy), file a claim for such reimbursement (with a copy thereof to the Administrative AgentAdministrator) in accordance with the terms of such Credit Insurance Policy and shall take any other actions required under the terms of such Credit Insurance Policy to obtain such reimbursement (including, without limitation, providing the applicable Credit Insurer with itemized statements, invoices, bills of lading, purchase orders, summaries of collections efforts, evidence of debt or other documentation that may be required under the terms of such Credit Insurance Policy). The Borrower Seller and the Servicers Servicer shall cause any amounts paid in respect of any Pool Receivable (or losses thereon) by a Credit Insurer under any Credit Insurance Policy to be paid directly to a Collection Lock-Box Account owned by the Seller and to be applied as a Collection in accordance with the terms of this Agreement. (d) In the event that a Credit Insurer pays a claim under a Credit Insurance Policy with respect to a Pool Receivable and the Borrower Seller is required to subrogate it its rights, claims, guaranties, security, collateral or defenses to such Credit Insurer in respect of such Pool Receivable, the Borrower Seller shall (and the Servicers Servicer shall cause Borrower Seller to) so subrogate such rights, claims, guaranties, security, collateral or defenses in accordance with the terms of such Credit Insurance Policy. Simultaneously with receipt of such a payment in a Collection Lock-Box Account and upon such subrogation, the Administrative Agent Administrator shall be automatically deemed to have released to the Borrower Seller any ownership or security interest it may have hereunder (on behalf of itself and the LendersPurchasers) in such rights, claims, guaranties, security, collateral or defenses so subrogated, to the extent necessary to permit such subrogation and shall execute such documents to evidence the same as shall be reasonably requested by the Borrower, in each case at the sole expense of the Borrowersubrogation; provided, however, that the Administrative Agent Administrator shall not be deemed to have released any such ownership or security interest it may have in related rights under such Credit Insurance Policy (including, without limitation, any right of the Borrower Seller to receive ratable or other allocations of Collections or other recoveries in respect of the related Pool Receivables). (e) If any Credit Insurance Policy ceases to be Eligible Credit Insurance, the Borrower Seller and the Servicers Servicer shall furnish to the Administrative Agent Administrator and each Lender Purchaser Agent written notice thereof, together with a statement of the actions the Borrower Seller plans to take to remedy such situation, if any, promptly but not later than five (5) Business Days thereafter. If any Credit Insurance Policy no longer constitutes Eligible Credit Insurance, the Termination Date has not occurred, no Event of Default or Financial Covenant Event is continuing and no Borrowing Base Deficit exists, then the Borrower may terminate such Credit Insurance Policy or permit such Credit Insurance Policy to lapse. The Borrower shall furnish to the Administrative Agent and each Lender written notice of any such termination or lapse and shall promptly notify the Administrative Agent when such termination or lapse has occurred. (f) Any Collections received by the Administrative Agent Administrator pursuant to any the Credit Insurance Policy (including as an additional insured thereunder) shall be distributed in accordance with the priority of payments set forth in Section 3.01(a1.4(d).. 729565239 15494375 40