Common use of Reporting and Review Requirements Clause in Contracts

Reporting and Review Requirements. (a) The Servicer shall send to the Agent, the Series Support Provider and the Trustee a Servicer's Certificate with respect to each Collection Period, such Servicer's Certificate to be in the form of that attached hereto as Exhibit D, not later than three (3) Business Days prior to the immediately succeeding Settlement Date. Such report shall also be sent to the Trustee in an electronic format acceptable to the Trustee. (b) By January 31 of each calendar year, commencing January 31, 2003, the Servicer shall prepare and distribute to the Agent a statement containing such information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as is necessary or may reasonably be requested by the Agent to enable the Purchasers to prepare their tax returns. (c) The Series Support Provider or its designee shall, at Marlin's expense (not to exceed $52,500 per annum plus out-of-pocket costs and expenses) be permitted to conduct such audits of Marlin's origination, servicing and documentation procedures as the Series Support Provider shall deem necessary, but not more frequently than three times per year. In addition, the Series Support Provider or its designee shall have the right (1) as long as a Series Event of Default has not occurred and is not continuing, to conduct additional audits at the Series Support Provider's (or its designee's) expense, upon at least two Business Day's prior notice and (2) following the occurrence of and during the continuance of a Series Event of Default, to conduct audits as frequently as it deems necessary, at any time without prior notice and at Marlin's expense. (d) Xxxxxx shall provide the Agent and the Series Support Provider with a covenant compliance certificate (as part of the Servicer's Certificate), to the effect that, as of the end of each calendar quarter, Xxxxxx and each Obligor is in compliance with its respective covenants hereunder (listing any exceptions) signed by the Servicing Officer of Xxxxxx and delivered within 45 days of the end of such calendar quarter. (e) Xxxxxx shall provide the Agent and the Series Support Provider with consolidated and consolidating financial statements (consolidating financial statements to include, in columnar format, all wholly-owned subsidiaries of Xxxxxx, with the exception of subsidiaries that are special-purpose entities), in each case prepared in accordance with GAAP (i) unaudited, on a quarterly basis, within 45 days of the end of each calendar quarter, certified by the Chief Financial Officer of Xxxxxx and (ii) audited, on an annual basis, within 120 days of the end of each fiscal year, audited by Marlin's Independent Public Accountants. (f) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its "monthly business review" within 30 days of the end of each month. (g) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual management/internal control report prepared by Marlin's Independent Public Accountants, promptly following Marlin's receipt thereof and in no event later than 120 days following the end of each fiscal year. (h) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual budget for each upcoming fiscal year, including statements of income and cash flows, and balance sheets, not later than 30 days after the beginning of such fiscal year. (i) The Servicer and the Trustee shall furnish to the Agent and the Series Support Provider during the term of this Series 2002-A Supplement, such periodic, special or other reports or information not specifically provided for herein, as shall be necessary, reasonable and appropriate as shall be requested by the Agent or the Series Support Provider, all such reports or information to be provided by and in accordance with reasonable instructions and directions as the Agent or the Series Support Provider may reasonably require and as the Servicer and the Trustee may reasonably be able to produce. In furtherance of, and not in limitation of the foregoing, there shall be delivered to the Agent and the Series Support Provider by the Trustee, promptly following the Trustee's receipt thereof, copies of (i) each Servicer's annual compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement, and (ii) each financial statement and report delivered to the Trustee pursuant to Section 6.08 of the Master Agreement. The Trustee's obligation under this Section 3.04(c) shall only pertain to information provided by the Servicer to the Trustee or otherwise in the Trustee's possession. (j) The Trustee shall promptly, after any Responsible Officer's receipt of copies thereof, or any Responsible Officer acquiring actual knowledge thereof, send to the Agent and the Series Support Provider (at the Servicer's expense): (i) written notice of any breach by the Transferor, the Obligor, the Obligors' Agent or the Servicer of any of their respective representations, warranties or covenants made in any of the Series 2002-A Related Documents to which it is a party; (ii) a copy of each Servicer compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement; (iii) a copy of each financial statement, Independent Accountant's review, notice and report delivered to the Trustee pursuant to Sections 6.08 and 12.04 of the Master Agreement; (iv) written notice of the occurrence of any Series Event of Default or Event of Servicer Termination; (v) written notice of any failure of the Trustee to conform to the eligibility requirements for the Trustee pursuant to Section 11.08 of the Master Agreement; (vi) written notice of the appointment of any co-trustee or separate trustee by the Trustee pursuant to Section 11.15 of the Master Agreement; and (vii) copies of all other financial statements, reports, information and/or notices as may be reasonably requested by the Agent or the Series Support Provider and, in each case, which has been received by or is otherwise in the possession of the Trustee or to which the Trustee would have access or would be entitled to receive or request in accordance with the terms of the Master Agreement; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Agent and the Series Support Provider to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information.

Reporting and Review Requirements. (a) The Servicer shall send to the Agent, the Series Support Provider Agent and the Trustee a Servicer's ’s Certificate with respect to each Collection Period, such Servicer's ’s Certificate to be in the form of that attached hereto as Exhibit D, not later than three (3) Business Days prior to the immediately succeeding Settlement Date. Such report shall also be sent to the Trustee in an electronic format acceptable to the Trustee. (b) By January 31 of each calendar year, commencing January 31, 2003, the Servicer shall prepare and distribute to the Trustee and to the Agent a statement containing such information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as is necessary or may reasonably be requested by the Agent to enable the Purchasers to prepare their tax returns. (c) The Series Support Provider Agent or its designee shall, at Marlin's ’s expense (not to exceed $52,500 30,000 per annum plus out-of-pocket costs and expenses) be permitted to conduct such audits of Marlin's ’s origination, servicing and documentation procedures as the Series Support Provider Agent shall deem necessary, but not more frequently than three times per yearquarterly (provided such audits shall commence no sooner than January 1, 2007). In addition, the Series Support Provider Agent or its designee shall have the right (1) as long as a Series Event of Default has not occurred and is not continuing, to conduct additional audits at the Series Support Provider's Agent’s (or its designee's’s) expense, upon at least two Business Day's ’s prior notice and (2) following the occurrence of and during the continuance of a Series Event of Default, to conduct audits as frequently as it deems necessary, at any time without prior notice and at Marlin's ’s expense. (d) Xxxxxx shall provide the Agent and the Series Support Provider with a covenant compliance certificate (as part of the Servicer's ’s Certificate), to the effect that, as of the end of each calendar quarter, Xxxxxx and each Obligor is in compliance with its respective covenants hereunder (listing any exceptions) signed by the Servicing Officer of Xxxxxx and delivered within 45 days of the end of such calendar quarter. (e) Xxxxxx shall provide the Agent and the Series Support Provider with consolidated and consolidating financial statements (consolidating financial statements to include, in columnar format, all wholly-owned subsidiaries of Xxxxxx, with the exception of subsidiaries that are special-purpose entities), in each case Xxxxxx Business Services Corp. prepared in accordance with GAAP (i) unaudited, on a quarterly basis, within 45 days of the end of each calendar quarter, certified by the Chief Financial Officer of Xxxxxx and (ii) audited, on an annual basis, within 120 days of the end of each fiscal year, audited by Marlin's ’s Independent Public Accountants; provided that Xxxxxx may satisfy the requirements of this Section 3.04(e) by providing the Agent with a written notice (including via email) within the time-frames described above that such financial statements are available from the Electronic Data Gathering, Analysis, and Retrieval (“XXXXX”) database maintained by the SEC, which notice shall include a certification as to such financial statements of any of (x) the Chief Financial Officer or (y) any vice president of the Originator or (z) the Director of Treasury in his or her capacity as an authorized officer of the Originator. (f) Xxxxxx shall provide Notwithstanding any other provisions of this Series 2000-A Supplement or the Agent Master Agreement to the contrary, the Servicer is permitted to deliver the Servicer Certificate and the all other reports and communications required by this Series Support Provider with a copy of its "monthly business review" within 30 days of the end of each month2000-A Supplement (including this Section 3.04) via electronic mail. (g) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual management/internal control report prepared by Marlin's ’s Independent Public Accountants, promptly following Marlin's ’s receipt thereof and in no event later than 120 days following the end of each fiscal year. (h) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual budget for each upcoming fiscal year, including statements of income and cash flows, and balance sheets, not later than 30 days after the beginning of such fiscal year. (i) The Servicer and the Trustee shall furnish to the Agent and the Series Support Provider during the term of this Series 20022000-A Supplement, such periodic, special or other reports or information not specifically provided for herein, as shall be necessary, reasonable and appropriate as shall be requested by the Agent or the Series Support ProviderAgent, all such reports or information to be provided by and in accordance with reasonable instructions and directions as the Agent or the Series Support Provider may reasonably require and as the Servicer and the Trustee may reasonably be able to produce. In furtherance of, and not in limitation of the foregoing, there shall be delivered to the Agent and the Series Support Provider by the Trustee, promptly following the Trustee's ’s receipt thereof, copies of (i) each Servicer's ’s annual compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement, and (ii) each financial statement and report delivered to the Trustee pursuant to Section 6.08 of the Master Agreement. The Trustee's ’s obligation under this Section 3.04(c) shall only pertain to information provided by the Servicer to the Trustee or otherwise in the Trustee's ’s possession. (j) The Trustee shall promptly, after any Responsible Officer's ’s receipt of copies thereof, or any Responsible Officer acquiring actual knowledge thereof, send to the Agent and the Series Support Provider (at the Servicer's ’s expense): (i) written notice of any breach by the Transferor, the Obligor, the Obligors' ’ Agent or the Servicer of any of their respective representations, warranties or covenants made in any of the Series 20022000-A Related Documents to which it is a party; (ii) a copy of each Servicer compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement; (iii) a copy of each financial statement, Independent Accountant's ’s review, notice and report delivered to the Trustee pursuant to Sections 6.08 and 12.04 of the Master Agreement; (iv) written notice of the occurrence of any Series Event of Default or Event of Servicer Termination; (v) written notice of any failure of the Trustee to conform to the eligibility requirements for the Trustee pursuant to Section 11.08 of the Master Agreement; (vi) written notice of the appointment of any co-trustee or separate trustee by the Trustee pursuant to Section 11.15 of the Master Agreement; and (vii) copies of all other financial statements, reports, information and/or notices as may be reasonably requested by the Agent or the Series Support Provider and, in each case, which has been received by or is otherwise in the possession of the Trustee or to which the Trustee would have access or would be entitled to receive or request in accordance with the terms of the Master Agreement; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Agent and the Series Support Provider to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information. (k) The Trustee shall promptly, after any Responsible Officer’s receipt of copies thereof, or any Responsible Officer acquiring actual knowledge thereof, send to the Rating Agency (at the Servicer’s expense): (i) written notice of the waiver of any of the events set forth in Sections 5.01(o), (p) or (q), which events would otherwise constitute Series Events of Default; and (ii) written notice of any approval by the Agent of expenses for payment pursuant to clause fifth of Sections 3.03(a)(i) and 3.03(a)(ii) hereof; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Rating Agencies to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information.

Reporting and Review Requirements. (a) The Servicer shall send to the Agent, the Series Support Provider Agent and the Trustee a Servicer's ’s Certificate with respect to each Collection Period, such Servicer's ’s Certificate to be in the form of that attached hereto as Exhibit D, not later than three (3) Business Days prior to the immediately succeeding Settlement Date. Such report shall also be sent to the Trustee in an electronic format acceptable to the Trustee. (b) By January 31 of each calendar year, commencing January 31, 2003, the Servicer shall prepare and distribute to the Agent a statement containing such information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as is necessary or may reasonably be requested by the Agent to enable the Purchasers to prepare their tax returns. (c) The Series Support Provider Agent or its designee shall, at Marlin's ’s expense (not to exceed $52,500 per annum plus out-of-pocket costs and expenses) be permitted to conduct such audits of Marlin's ’s origination, servicing and documentation procedures as the Series Support Provider Agent shall deem necessary, but not more frequently than three times per year. In addition, the Series Support Provider Agent or its designee shall have the right (1) as long as a Series Event of Default has not occurred and is not continuing, to conduct additional audits at the Series Support Provider's Agent ‘s (or its designee's’s) expense, upon at least two Business Day's ’s prior notice and (2) following the occurrence of and during the continuance of a Series Event of Default, to conduct audits as frequently as it deems necessary, at any time without prior notice and at Marlin's ’s expense. (d) Xxxxxx shall provide the Agent and the Series Support Provider with a covenant compliance certificate (as part of the Servicer's ’s Certificate), to the effect that, as of the end of each calendar quarter, Xxxxxx and each Obligor is in compliance with its respective covenants hereunder (listing any exceptions) signed by the a Servicing Officer of Xxxxxx and delivered within 45 days of the end of such calendar quarter. (e) Xxxxxx shall provide the Agent and the Series Support Provider with consolidated and consolidating financial statements (consolidating financial statements to include, in columnar format, all wholly-owned subsidiaries of Xxxxxx, with the exception of subsidiaries that are special-purpose entities), in each case prepared in accordance with GAAP (i) unaudited, on a quarterly basis, within 45 days of the end of each calendar quarter, certified by the Chief Financial Officer of Xxxxxx and (ii) audited, on an annual basis, within 120 days of the end of each fiscal year, audited by Marlin's ’s Independent Public Accountants. (f) Xxxxxx shall provide Notwithstanding any other provisions of this Series 2002-A Supplement or the Agent Master Agreement to the contrary, the Servicer is permitted to deliver the Servicer Certificate and the all other reports and communications required by this Series Support Provider with a copy of its "monthly business review" within 30 days of the end of each month2002-A Supplement (including this Section 3.04) via electronic mail. (g) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual management/internal control report prepared by Marlin's ’s Independent Public Accountants, promptly following Marlin's ’s receipt thereof and in no event later than 120 days following the end of each fiscal year. (h) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual budget for each upcoming fiscal year, including statements of income and cash flows, and balance sheets, not later than 30 days after the beginning of such fiscal year. (i) The Servicer and the Trustee shall furnish to the Agent and the Series Support Provider during the term of this Series 2002-A Supplement, such periodic, special or other reports or information not specifically provided for herein, as shall be necessary, reasonable and appropriate as shall be requested by the Agent or the Series Support ProviderAgent, all such reports or information to be provided by and in accordance with reasonable instructions and directions as the Agent or the Series Support Provider may reasonably require and as the Servicer and the Trustee may reasonably be able to produce. In furtherance of, and not in limitation of the foregoing, there shall be delivered to the Agent and the Series Support Provider by the Trustee, promptly following the Trustee's ’s receipt thereof, copies of (i) each Servicer's ’s annual compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement, and (ii) each financial statement and report delivered to the Trustee pursuant to Section 6.08 of the Master Agreement. The Trustee's ’s obligation under this Section 3.04(c) shall only pertain to information provided by the Servicer to the Trustee or otherwise in the Trustee's ’s possession. (j) The Trustee shall promptly, after any Responsible Officer's ’s receipt of copies thereof, thereof or any Responsible Officer acquiring actual knowledge thereof, send to the Agent and the Series Support Provider (at the Servicer's ’s expense): (i) written notice of any breach by the Transferor, the Obligor, the Obligors' ’ Agent or the Servicer of any of their respective representations, warranties or covenants made in any of the Series 2002-A Related Documents to which it is a party; (ii) a copy of each Servicer compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement; (iii) a copy of each financial statement, Independent Accountant's ’s review, notice and report delivered to the Trustee pursuant to Sections 6.08 and 12.04 of the Master Agreement; (iv) written notice of the occurrence of any Series Event of Default or Event of Servicer Termination; (v) written notice of any failure of the Trustee to conform to the eligibility requirements for the Trustee pursuant to Section 11.08 of the Master Agreement; (vi) written notice of the appointment of any co-trustee or separate trustee by the Trustee pursuant to Section 11.15 of the Master Agreement; and (vii) copies of all other financial statements, reports, information and/or notices as may be reasonably requested by the Agent or the Series Support Provider and, in each case, which has been received by or is otherwise in the possession of the Trustee or to which the Trustee would have access or would be entitled to receive or request in accordance with the terms of the Master Agreement; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Agent and the Series Support Provider to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information.

Reporting and Review Requirements. (a) The Servicer shall send to the Agent, the Series Support Provider and the Trustee a Servicer's Certificate with respect to each Collection Period, such Servicer's Certificate to be in the form of that attached hereto as Exhibit D, not later than three (3) Business Days prior to the immediately succeeding Settlement Date. Such report shall also be sent to the Trustee in an electronic format acceptable to the Trustee. (b) By January 31 of each calendar year, commencing January 31, 20032002, the Servicer shall prepare and distribute to the Trustee and to the Agent a statement containing such information as is required to be provided by an issuer of indebtedness under the Code and such other customary information as is necessary or may reasonably be requested by the Agent to enable the Purchasers to prepare their tax returns. (c) The Series Support Provider or its designee shall, at Marlin's expense (not to exceed $52,500 30,000 per annum plus out-of-pocket costs and expenses) be permitted to conduct such audits of Marlin's origination, servicing and documentation procedures as the Series Support Provider shall deem necessary, but once, following the first Collection Period and thereafter, not more frequently than three times per yearquarterly (provided such audits shall commence no sooner than January 1, 2001). In addition, the Series Support Provider or its designee shall have the right (1) as long as a Series Event of Default has not occurred and is not continuing, to conduct additional audits at the Series Support Provider's (or its designee's) expense, upon at least two Business Day's prior notice and (2) following the occurrence of and during the continuance of a Series Event of Default, to conduct audits as frequently as it deems necessary, at any time without prior notice and at Marlin's expense. (d) Xxxxxx shall provide the Agent and the Series Support Provider with a covenant compliance certificate (as part of the Servicer's Certificate), to the effect that, as of the end of each calendar quarter, Xxxxxx and each Obligor is in compliance with its respective covenants hereunder (listing any exceptions) signed by the Servicing Officer of Xxxxxx and delivered within 45 days of the end of such calendar quarter. (e) Xxxxxx shall provide the Agent and the Series Support Provider with consolidated and consolidating financial statements (consolidating financial statements to include, in columnar format, all wholly-owned subsidiaries of Xxxxxx, with the exception of subsidiaries that are special-purpose entities), in each case prepared in accordance with GAAP (i) unaudited, on a quarterly basis, within 45 days of the end of each calendar quarter, certified by the Chief Financial Officer of Xxxxxx and (ii) audited, on an annual basis, within 120 days of the end of each fiscal year, audited by Marlin's Independent Public Accountants. (f) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its "monthly business review" within 30 days of the end of each month. (g) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual management/internal control report prepared by Marlin's Independent Public Accountants, promptly following Marlin's receipt thereof and in no event later than 120 days following the end of each fiscal year. (h) Xxxxxx shall provide the Agent and the Series Support Provider with a copy of its annual budget for each upcoming fiscal year, including statements of income and cash flows, and balance sheets, not later than 30 days after the beginning of such fiscal year. (i) The Servicer and the Trustee shall furnish to the Agent and the Series Support Provider during the term of this Series 20022000-A Supplement, such periodic, special or other reports or information not specifically provided for herein, as shall be necessary, reasonable and appropriate as shall be requested by the Agent or the Series Support Provider, all such reports or information to be provided by and in accordance with reasonable instructions and directions as the Agent or the Series Support Provider may reasonably require and as the Servicer and the Trustee may reasonably be able to produce. In furtherance of, and not in limitation of the foregoing, there shall be delivered to the Agent and the Series Support Provider by the Trustee, promptly following the Trustee's receipt thereof, copies of (i) each Servicer's annual compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement, and (ii) each financial statement and report delivered to the Trustee pursuant to Section 6.08 of the Master Agreement. The Trustee's obligation under this Section 3.04(c) shall only pertain to information provided by the Servicer to the Trustee or otherwise in the Trustee's possession. (j) The Trustee shall promptly, after any Responsible Officer's receipt of copies thereof, or any Responsible Officer acquiring actual knowledge thereof, send to the Agent and the Series Support Provider (at the Servicer's expense): (i) written notice of any breach by the Transferor, the Obligor, the Obligors' Agent or the Servicer of any of their respective representations, warranties or covenants made in any of the Series 20022000-A Related Documents to which it is a party; (ii) a copy of each Servicer compliance statement delivered to the Trustee pursuant to Section 6.07 of the Master Agreement; (iii) a copy of each financial statement, Independent Accountant's review, notice and report delivered to the Trustee pursuant to Sections 6.08 and 12.04 of the Master Agreement; (iv) written notice of the occurrence of any Series Event of Default or Event of Servicer Termination; (v) written notice of any failure of the Trustee to conform to the eligibility requirements for the Trustee pursuant to Section 11.08 of the Master Agreement; (vi) written notice of the appointment of any co-trustee or separate trustee by the Trustee pursuant to Section 11.15 of the Master Agreement; and (vii) copies of all other financial statements, reports, information and/or notices as may be reasonably requested by the Agent or the Series Support Provider and, in each case, which has been received by or is otherwise in the possession of the Trustee or to which the Trustee would have access or would be entitled to receive or request in accordance with the terms of the Master Agreement; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Agent and the Series Support Provider to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information. (k) The Trustee shall promptly, after any Responsible Officer's receipt of copies thereof, or any Responsible Officer acquiring actual knowledge thereof, send to the Rating Agency (at the Servicer's expense): (i) written notice of the waiver of any of the events set forth in Sections 5.01(o), (p) or (q), which events would otherwise constitute Series Events of Default; and (ii) written notice of any approval by the Series Support Provider of expenses for payment pursuant to clause fifth of Sections 3.03(a)(i) and 3.03(a)(ii) hereof; provided, however, that in each case the Trustee shall only be required to send such notices and other items to the Rating Agencies to the extent that the Trustee has itself received or has knowledge of the related information. Except as may be specifically provided herein, the Trustee shall have no obligation to seek to obtain any such information. (l) At least three Business Days prior to the date on which the Servicer is required to deliver the Servicer Certificate referred to in Section 3.04(a) above, the Series Support Provider shall report to the Servicer, the Agent and the Trustee (in writing) the amount of all Accrued Liabilities outstanding and unpaid as of such date (including a breakdown as to the amounts outstanding and unpaid under each of clauses (i) and (ii) of the definition of