Common use of Reporting Requirements of the Borrower Clause in Contracts

Reporting Requirements of the Borrower. Until the later to occur of the Facility Termination Date and the date on which the Facility Principal shall have been reduced to zero and all other amounts due to the Administrative Agent, each Group Managing Agent and each Holder hereunder shall have been indefeasibly paid in full, the Borrower will, unless the Administrative Agent and the Majority Group Managing Agents at such time shall otherwise consent in writing, furnish or cause to be furnished to the Administrative Agent and each Group Managing Agent: (a) as soon as possible and in any event within five days after the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of an appropriate officer of the Borrower setting forth details of such Event of Termination or event and the action which the Borrower proposes to take with respect thereto; (b) not later than 30 days after the end of each calendar quarter, a certificate of an appropriate officer of the Borrower, in substantially the form appended hereto as Exhibit P, (w) confirming the Borrower’s compliance with Section 5.01(k) and the absence of an Event of Termination or unmatured Event of Termination, (x) (i) restating and reconfirming the continuing truth and accuracy in all respects (in the case of any representation or warranty containing any materiality qualification and in the case of any Non-Qualifiable Representations and Warranties) or (in the case of any representation or warranty, other than any Non-Qualifiable Representations and Warranties, that does not contain any materiality qualification) in all material respects, of each of the representations and warranties set forth in Section 4.01 of this Agreement and Section 4.01 (other than 4.01(s)(i)) of the Receivables Sale Agreement or (ii) setting forth therein any qualifications or conditions thereto, which qualifications or conditions shall be accepted or rejected by the Majority Group Managing Agents in their discretion in writing within five days of receipt thereof and (y) setting forth the name of the Independent Director as of such date; (c) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, the unaudited balance sheet of the Borrower as of the end of such quarter, and the related unaudited statement of income and retained earnings and of cash flows of the Borrower each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.; (d) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the unaudited balance sheet of the Borrower as of the end of such year and the related unaudited statement of income and retained earnings and of cash flows of the Borrower for such year each reported on and certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.; (e) promptly after the filing or receiving by the Borrower thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower receives from the PBGC, provided that such Reportable Event, individually or in the aggregate with all other such Reportable Events, would be reasonably likely to have a Material Adverse Effect; (f) promptly, from time to time, such other information, documents, records or reports respecting Pool Receivables as any Group Managing Agent may from time to time reasonably request in order to identify or protect any Bank’s, Investor’s or the Administrative Agent’s interests under or contemplated by this Agreement or the Receivables Sale Agreement, including, without limitation, a listing of current Subcontractors; (g) as soon as possible and in any event within 15 days after any executive officer of the Borrower knows of the occurrence of any event referred to in Section 7.01(c), written notice of such event; (h) promptly (i) upon the furnishing thereof to its members, copies of all financial statements, reports and proxy statements so furnished; and (ii) upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent, any Group Managing Agent, any Bank or any Investor, copies of the same; (i) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment; (j) promptly, and in any event within 5 days after Borrower has knowledge thereof, notice of (i) the entry of any judgment or decree against the Borrower or the Collection Agent; (ii) the institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower or the Collection Agent; (iii) the occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect; (iv) the occurrence of a default or an event of default under any other financing arrangement (including, without limitation, the Second Lien Credit Agreement) pursuant to which the Borrower or the Collection Agent is a debtor or an obligor; and (v) any downgrade in the rating of any Indebtedness of TCEH or any other Parent Undertaking Provider by Standard & Poor’s or by Xxxxx’x, setting forth the Indebtedness affected and the nature of such change; (i) at least thirty (30) days prior to the effective date thereof, notice of the Borrower’s intention to enter into the Second Lien Credit Agreement and (ii) at least five (5) Business Days prior to the effective date thereof, notice of any amendment, supplement, waiver, consent or other modification to any Second Lien Loan Document; and (l) at least 10 days prior to the effectiveness of any removal of the Independent Director, and promptly (but in no event more than three Business Days after actual knowledge thereof) after the death, incapacity or resignation of the Independent Director, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director.

Reporting Requirements of the Borrower. Until the later to occur of the Facility Termination Date and the date on which the Facility Principal The Borrower shall have been reduced to zero and all other amounts due to the Administrative Agentfurnish, each Group Managing Agent and each Holder hereunder shall have been indefeasibly paid in full, the Borrower will, unless the Administrative Agent and the Majority Group Managing Agents at such time shall otherwise consent in writing, furnish or cause to be furnished furnished, to the Administrative Agent and each Group Managing AgentLender: (ai) no less frequently than on the tenth Business Day of each month, commencing with the Closing Date, a Collateral Value Certificate; and (ii) upon request of the Lender, a monthly trial balance showing Receivables outstanding aged from their respective Billing Dates as follows: (A) O to 30 days, (B) 31 to 60 days, (C) 61 to 90 days, and (D) 91 days or more, in each case in both summary format by Obligor and in detail, and in each case accompanied by such supporting detail and documentation as shall be requested by the Lender in its sole discretion; (b) as soon as available, a copy of the annual report for such year for the Borrower and its consolidated Subsidiaries containing audited financial statements for such fiscal year; (c) beginning with the second quarter of 1997, as soon as available and in any event within 45 days after the end of each of the quarters of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries (d) as soon as possible and in any event within five days after the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of TerminationDefault, the statement of an appropriate the chief executive officer of the Borrower setting forth complete details of such Event of Termination or event Default and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (be) not later than within 15 Business Days of receipt, a copy of the letter of the independent public accountants to Borrower's management with respect to their annual audit of the Borrower and management's response thereto; (f) promptly, and in any event within 30 days after the end of each calendar quarterfiscal month, a certificate of an appropriate officer summary financial report of the Borrower, in substantially the form appended hereto as Exhibit P, (w) confirming the Borrower’s compliance with Section 5.01(k) financial condition and the absence of an Event of Termination or unmatured Event of Termination, (x) (i) restating operating results on a monthly and reconfirming the continuing truth and accuracy in all respects (in the case of any representation or warranty containing any materiality qualification and in the case of any Nonyear-Qualifiable Representations and Warranties) or (in the case of any representation or warranty, other than any Nonto-Qualifiable Representations and Warranties, that does not contain any materiality qualification) in all material respects, of each of the representations and warranties set forth in Section 4.01 of this Agreement and Section 4.01 (other than 4.01(s)(i)) of the Receivables Sale Agreement or (ii) setting forth therein any qualifications or conditions thereto, which qualifications or conditions shall be accepted or rejected by the Majority Group Managing Agents in their discretion in writing within five days of receipt thereof and (y) setting forth the name of the Independent Director as of such date; (c) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, the unaudited balance sheet date basis of the Borrower as and its consolidated Subsidiaries in the form of the end of such quartera balance sheet, and the related unaudited statement statements of income and retained earnings earnings, and statements of cash flows of the Borrower each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.;flow; and (d) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the unaudited balance sheet of the Borrower as of the end of such year and the related unaudited statement of income and retained earnings and of cash flows of the Borrower for such year each reported on and certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.; (e) promptly after the filing or receiving by the Borrower thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower receives from the PBGC, provided that such Reportable Event, individually or in the aggregate with all other such Reportable Events, would be reasonably likely to have a Material Adverse Effect; (fg) promptly, from time to time, such other information, documents, records or reports respecting Pool Receivables the Transferred Receivables, the Contracts, the Collateral or the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Group Managing Agent may the Lender may, from time to time time, reasonably request in order to identify or protect any Bank’s, Investor’s or the Administrative Agent’s interests under or contemplated by this Agreement or the Receivables Sale Agreement, including, without limitation, a listing of current Subcontractors; (g) as soon as possible and in any event within 15 days after any executive officer of the Borrower knows of the occurrence of any event referred to in Section 7.01(c), written notice of such event; (h) promptly (i) upon the furnishing thereof to its members, copies of all financial statements, reports and proxy statements so furnished; and (ii) upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent, any Group Managing Agent, any Bank or any Investor, copies of the same; (i) at least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment; (j) promptly, and in any event within 5 days after Borrower has knowledge thereof, notice of (i) the entry of any judgment or decree against the Borrower or the Collection Agent; (ii) the institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower or the Collection Agent; (iii) the occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect; (iv) the occurrence of a default or an event of default under any other financing arrangement (including, without limitation, the Second Lien Credit Agreement) pursuant to which the Borrower or the Collection Agent is a debtor or an obligor; and (v) any downgrade in the rating of any Indebtedness of TCEH or any other Parent Undertaking Provider by Standard & Poor’s or by Xxxxx’x, setting forth the Indebtedness affected and the nature of such change; (i) at least thirty (30) days prior to the effective date thereof, notice of the Borrower’s intention to enter into the Second Lien Credit Agreement and (ii) at least five (5) Business Days prior to the effective date thereof, notice of any amendment, supplement, waiver, consent or other modification to any Second Lien Loan Document; and (l) at least 10 days prior to the effectiveness of any removal of the Independent Director, and promptly (but in no event more than three Business Days after actual knowledge thereof) after the death, incapacity or resignation of the Independent Director, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Directorrequest.

Reporting Requirements of the Borrower. Until the later to occur of the Facility Termination Date and the date on which the Facility Principal The Borrower shall have been reduced to zero and all other amounts due to the Administrative Agentfurnish, each Group Managing Agent and each Holder hereunder shall have been indefeasibly paid in full, the Borrower will, unless the Administrative Agent and the Majority Group Managing Agents at such time shall otherwise consent in writing, furnish or cause to be furnished furnished, to the Administrative Agent and each Group Managing Agentand, in the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup Servicer: (a) (i) monthly, as soon as possible available, and in any event within five days after event, not later than the occurrence Report Date, a monthly report (each, a “Monthly Report”) in the form of Exhibit E hereto, and (ii) before 2:00 p.m. on each Event Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of an appropriate officer of the Borrower setting forth details of such Event of Termination or event Exhibit F hereto and the action which the Borrower proposes to take with respect theretoa current Receivable Schedule; (b) not later than 30 days after before 4:00 p.m. on the end of second Business Day immediately preceding each calendar quarterFunds Allocation Date, a certificate of an appropriate officer of the Borrower, in substantially the form appended hereto as Exhibit P, (w) confirming the Borrower’s compliance with Section 5.01(k) Funding and the absence of an Event of Termination or unmatured Event of Termination, (x) (i) restating and reconfirming the continuing truth and accuracy in all respects (in the case of any representation or warranty containing any materiality qualification and in the case of any Non-Qualifiable Representations and Warranties) or (in the case of any representation or warranty, other than any Non-Qualifiable Representations and Warranties, that does not contain any materiality qualification) in all material respects, of each of the representations and warranties set forth in Section 4.01 of this Agreement and Section 4.01 (other than 4.01(s)(i)) of the Receivables Sale Agreement or (ii) setting forth therein any qualifications or conditions thereto, which qualifications or conditions shall be accepted or rejected by the Majority Group Managing Agents in their discretion in writing within five days of receipt thereof and (y) setting forth the name of the Independent Director as of such dateAllocation Request; (c) as soon as available and in any event within 60 one hundred and twenty (120) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the unaudited balance sheet chief financial officer, chief accounting officer or such other officer of the Borrower Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarter, quarters and the related unaudited statement of income and retained earnings and of cash flows of the Borrower each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.periods then ended; (de) as soon as available possible and in any event within 120 days three (3) Business Days after the end of each fiscal year Borrower or any Senior Officer of the Borrower, a copy Servicer obtains knowledge of the unaudited balance sheet occurrence of a Potential Event of Default or an Event of Default, notice thereof together with a statement of a Senior Officer of the Borrower as of the end setting forth complete details of such year Potential Event of Default or Event of Default and the related unaudited statement of income and retained earnings and of cash flows of action which the Borrower for such year each reported on has taken, is taking and certified by proposes to take with respect thereto; (f) promptly notify the treasurerAgent in writing of any litigation, controller legal proceeding or chief accounting officer dispute, whether or not in the ordinary course of business, (x) affecting the Borrower or (y) adversely affecting the controller of EFH Corp.; (e) promptly after the filing or receiving by the Borrower thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower receives from the PBGC, provided that such Reportable EventParent which, individually or in the aggregate with all other such Reportable Eventsaggregate, would could reasonably be reasonably likely expected to have a Material Adverse Effectmaterial adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more in the aggregate, in each case, whether or not fully covered by insurance, and regardless of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, and, in either case, which does not, and could not be reasonably expected to, adversely affect such Person); (fg) promptly, from time to time, promptly supply such other information, documents, records or reports respecting Pool the Eligible Receivables or the condition (financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, as any Group Managing the Agent may may, from time to time time, reasonably request in order to identify or protect any Bank’s, Investor’s or the Administrative Agent’s interests under or contemplated by this Agreement or the Receivables Sale Agreement, including, without limitation, a listing of current Subcontractors; (g) as soon as possible and in any event within 15 days after any executive officer of the Borrower knows of the occurrence of any event referred to in Section 7.01(c), written notice of such eventrequest; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) upon the furnishing thereof to its members, copies of all financial statementsstatements delivered to the Borrower pursuant to the PSAs, reports and proxy statements so furnished; and (ii) upon its receipt of any notice, request for consent, financial statements, certification, report or all other communication under or in connection with any Transaction Document from any Person reports and other than written information not specified above which are required to be delivered to the Administrative Agent, any Group Managing Agent, any Bank or any Investor, copies Borrower pursuant to the terms of the same;PSAs; and (i) at least thirty (30) days prior periodically, but no less frequently than on each anniversary of the Original Effective Date, provide a certification to the effectiveness of Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any material change in or material amendment to the Credit and Collection PolicyReceivable (any such certification, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment; (j) promptly, and in any event within 5 days after Borrower has knowledge thereof, notice of (i) the entry of any judgment or decree against the Borrower or the Collection Agent; (ii) the institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower or the Collection Agent; (iii) the occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect; (iv) the occurrence of a default or an event of default under any other financing arrangement (including, without limitation, the Second Lien Credit Agreement) pursuant to which the Borrower or the Collection Agent is a debtor or an obligor; and (v) any downgrade in the rating of any Indebtedness of TCEH or any other Parent Undertaking Provider by Standard & Poor’s or by Xxxxx’x, setting forth the Indebtedness affected and the nature of such change; (i) at least thirty (30) days prior to the effective date thereof, notice of the Borrower’s intention to enter into the Second Lien Credit Agreement and (ii) at least five (5) Business Days prior to the effective date thereof, notice of any amendment, supplement, waiver, consent or other modification to any Second Lien Loan Document; and (l) at least 10 days prior to the effectiveness of any removal of the Independent Director, and promptly (but in no event more than three Business Days after actual knowledge thereof) after the death, incapacity or resignation of the Independent Director, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director“Perfection Action Certification”).

Reporting Requirements of the Borrower. Until the later to occur of the Facility Termination Date and the date on which the Facility Principal The Borrower shall have been reduced to zero and all other amounts due to the Administrative Agentfurnish, each Group Managing Agent and each Holder hereunder shall have been indefeasibly paid in full, the Borrower will, unless the Administrative Agent and the Majority Group Managing Agents at such time shall otherwise consent in writing, furnish or cause to be furnished furnished, to the Administrative Agent and each Group Managing Agentand, in the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup Servicer: (a) (i) monthly, as soon as possible available, and in any event within five days after event, not later than the occurrence Report Date, a monthly report (each, a “Monthly Report”) in the form of Exhibit F hereto, and (ii) before 2:00 p.m. on each Event Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of an appropriate officer of the Borrower setting forth details of such Event of Termination or event Exhibit G hereto and the action which the Borrower proposes to take with respect theretoa current Receivable Schedule; (b) not later than 30 days after before 4:00 p.m. on the end of second Business Day immediately preceding each calendar quarterFunds Allocation Date, a certificate of an appropriate officer of the Borrower, in substantially the form appended hereto as Exhibit P, (w) confirming the Borrower’s compliance with Section 5.01(k) Funding and the absence of an Event of Termination or unmatured Event of Termination, (x) (i) restating and reconfirming the continuing truth and accuracy in all respects (in the case of any representation or warranty containing any materiality qualification and in the case of any Non-Qualifiable Representations and Warranties) or (in the case of any representation or warranty, other than any Non-Qualifiable Representations and Warranties, that does not contain any materiality qualification) in all material respects, of each of the representations and warranties set forth in Section 4.01 of this Agreement and Section 4.01 (other than 4.01(s)(i)) of the Receivables Sale Agreement or (ii) setting forth therein any qualifications or conditions thereto, which qualifications or conditions shall be accepted or rejected by the Majority Group Managing Agents in their discretion in writing within five days of receipt thereof and (y) setting forth the name of the Independent Director as of such date;Allocation Request, (c) as soon as available and in any event within 60 one hundred and twenty (120) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the unaudited balance sheet chief financial officer, chief accounting officer or such other officer of the Borrower Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarter, quarters and the related unaudited statement of income and retained earnings and of cash flows of the Borrower each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.periods then ended; (de) as soon as available possible and in any event within 120 days three (3) Business Days after the end of each fiscal year Borrower or any Senior Officer of the Borrower, a copy Servicer obtains knowledge of the unaudited balance sheet occurrence of a Potential Event of Default or an Event of Default, notice thereof together with a statement of a Senior Officer of the Borrower as of the end setting forth complete details of such year Potential Event of Default or Event of Default and the related unaudited statement of income and retained earnings and of cash flows of action which the Borrower for such year each reported on has taken, is taking and certified by proposes to take with respect thereto; (f) promptly notify the treasurerAgent in writing of any litigation, controller legal proceeding or chief accounting officer dispute, whether or not in the ordinary course of business, (x) affecting the Borrower or (y) adversely affecting the controller of EFH Corp.; (e) promptly after the filing or receiving by the Borrower thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower receives from the PBGC, provided that such Reportable EventParent which, individually or in the aggregate with all other such Reportable Eventsaggregate, would could reasonably be reasonably likely expected to have a Material Adverse Effectmaterial adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more in the aggregate, in each case, whether or not fully covered by insurance, and regardless of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, and, in either case, which does not, and could not be reasonably expected to, adversely affect such Person); (fg) promptly, from time to time, promptly supply such other information, documents, records or reports respecting Pool the Eligible Receivables or the condition (financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, as any Group Managing the Agent may may, from time to time time, reasonably request in order to identify or protect any Bank’s, Investor’s or the Administrative Agent’s interests under or contemplated by this Agreement or the Receivables Sale Agreement, including, without limitation, a listing of current Subcontractors; (g) as soon as possible and in any event within 15 days after any executive officer of the Borrower knows of the occurrence of any event referred to in Section 7.01(c), written notice of such eventrequest; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) upon the furnishing thereof to its members, copies of all financial statementsstatements delivered to the Borrower pursuant to the PSA, reports and proxy statements so furnished; and (ii) upon its receipt of any notice, request for consent, financial statements, certification, report or all other communication under or in connection with any Transaction Document from any Person reports and other than written information not specified above which are required to be delivered to the Administrative Agent, any Group Managing Agent, any Bank or any Investor, copies Borrower pursuant to the terms of the same;PSA; and (i) at least thirty (30) days prior periodically, but no less frequently than on each anniversary of the Closing Date, provide a certification to the effectiveness of Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any material change in or material amendment to the Credit and Collection PolicyReceivable (any such certification, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment; (j) promptly, and in any event within 5 days after Borrower has knowledge thereof, notice of (i) the entry of any judgment or decree against the Borrower or the Collection Agent; (ii) the institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower or the Collection Agent; (iii) the occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect; (iv) the occurrence of a default or an event of default under any other financing arrangement (including, without limitation, the Second Lien Credit Agreement) pursuant to which the Borrower or the Collection Agent is a debtor or an obligor; and (v) any downgrade in the rating of any Indebtedness of TCEH or any other Parent Undertaking Provider by Standard & Poor’s or by Xxxxx’x, setting forth the Indebtedness affected and the nature of such change; (i) at least thirty (30) days prior to the effective date thereof, notice of the Borrower’s intention to enter into the Second Lien Credit Agreement and (ii) at least five (5) Business Days prior to the effective date thereof, notice of any amendment, supplement, waiver, consent or other modification to any Second Lien Loan Document; and (l) at least 10 days prior to the effectiveness of any removal of the Independent Director, and promptly (but in no event more than three Business Days after actual knowledge thereof) after the death, incapacity or resignation of the Independent Director, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director“Perfection Action Certification”).

Reporting Requirements of the Borrower. Until the later to occur of the Facility Termination Date and the date on which the Facility Principal The Borrower -------------------------------------- shall have been reduced to zero and all other amounts due to the Administrative Agentfurnish, each Group Managing Agent and each Holder hereunder shall have been indefeasibly paid in full, the Borrower will, unless the Administrative Agent and the Majority Group Managing Agents at such time shall otherwise consent in writing, furnish or cause to be furnished furnished, to the Administrative Deal Agent and each Group Managing the Collateral Agent: (a) (i) before 5:00 p.m. Eastern time on the date of each Requested Advance, a Borrowing Base Certificate; and (ii) monthly, as soon as possible available, and in any event, not later than the Report Date, a Monthly Report in the form of Exhibit G; (b) as soon as available and in any event within five 90 days after (or the occurrence of each Event of Termination or each event which, with next succeeding Business Day if the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of an appropriate officer of the Borrower setting forth details last day of such Event of Termination or event and the action which the Borrower proposes to take with respect thereto; (bperiod is not a Business Day) not later than 30 days after the end of each calendar quarterfiscal year, a certificate of an appropriate officer copy of the Borrowerannual 10-K report and audited consolidated financial statements for such year for the Parent and its consolidated Subsidiaries, certified, in substantially a manner acceptable to the form appended hereto as Exhibit PDeal Agent and the Collateral Agent, (w) confirming by independent public accountants acceptable to the Deal Agent and the Collateral Agent and each other report or statement sent to shareholders or publicly filed by the Parent or the Borrower’s compliance with Section 5.01(k) and the absence of an Event of Termination or unmatured Event of Termination, (x) (i) restating and reconfirming the continuing truth and accuracy in all respects (in the case of any representation or warranty containing any materiality qualification and in the case of any Non-Qualifiable Representations and Warranties) or (in the case of any representation or warranty, other than any Non-Qualifiable Representations and Warranties, that does not contain any materiality qualification) in all material respects, of each of the representations and warranties set forth in Section 4.01 of this Agreement and Section 4.01 (other than 4.01(s)(i)) of the Receivables Sale Agreement or (ii) setting forth therein any qualifications or conditions thereto, which qualifications or conditions shall be accepted or rejected by the Majority Group Managing Agents in their discretion in writing within five days of receipt thereof and (y) setting forth the name of the Independent Director as of such date; (c) as soon as available and in any event within 60 45 days (or next succeeding Business Day if the last day of such period is not a Business Day) after the end of each of the first three quarters of each fiscal year of the BorrowerParent, the unaudited a consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as of the end of such quarterquarter and including the prior comparable period, and the related unaudited statement consolidated statements of income and retained earnings earnings, and of cash flows flow, of the Borrower each Parent and its consolidated Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the treasurer, controller chief financial officer or chief accounting officer of the Borrower or Parent identifying such documents as being the controller documents described in this paragraph (c) and stating the information set forth therein fairly presents the financial condition of EFH Corp.the Parent and its consolidated Subsidiaries as of and for the periods then ended, subject to year- end adjustments consisting only of normal, recurring accruals and confirming that the Parent is in compliance with all financial covenants in this Agreement; (d) as soon as possible and in any event within five days after the occurrence of a Termination Event (including without limitation a material adverse change in the financial condition of the Borrower as determined by the Deal Agent and notified in writing to the Borrower) or a Potential Termination Event, the statement of the chief executive officer of the Borrower setting forth complete details of such Termination Event or Potential Termination Event and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (e) as soon as available and in any event within 120 90 days after the end of each fiscal year year, a letter from a firm of independent public accountants acceptable to the Deal Agent (and upon which the Deal Agent and the Collateral Agent may rely) to the effect that such firm has examined the Monthly Reports and issued its report therefor and that such examination (1) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the Borrower, a copy accounting records and such other auditing procedures as such firm consisted necessary in the circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of the unaudited balance sheet Uniform Single Audit Program for Mortgage Bankers (the "Program"), to the extent ------- the procedures in the Program are applicable to the servicing obligations set forth in this Agreement; (3) included an examination of the Borrower as of the end of such year delinquency and the related unaudited statement of income and retained earnings and of cash flows of the Borrower for such year each reported on and certified by the treasurer, controller or chief accounting officer of the Borrower or the controller of EFH Corp.; (e) promptly after the filing or receiving by the Borrower thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower receives from the PBGC, provided that such Reportable Event, individually or in the aggregate with all other such Reportable Events, would be reasonably likely to have a Material Adverse Effect; (f) promptly, from time to time, such other information, documents, records or reports respecting Pool Receivables as any Group Managing Agent may from time to time reasonably request in order to identify or protect any Bank’s, Investor’s or the Administrative Agent’s interests under or contemplated by this Agreement or the Receivables Sale Agreement, including, without limitation, a listing of current Subcontractors; (g) as soon as possible and in any event within 15 days after any executive officer of the Borrower knows of the occurrence of any event referred to in Section 7.01(c), written notice of such event; (h) promptly (i) upon the furnishing thereof to its members, copies of all financial statements, reports and proxy statements so furnished; and (ii) upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent, any Group Managing Agent, any Bank or any Investor, copies of the same; (i) at least thirty (30) days prior loss statistics relating to the effectiveness Borrower's portfolio of any material change in or material amendment to the Credit automobile and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment; (j) promptly, and in any event within 5 days after Borrower has knowledge thereof, notice of (i) the entry of any judgment or decree against the Borrower or the Collection Agent; (ii) the institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower or the Collection Agent; (iii) the occurrence of any event or condition that has had, or would reasonably be expected to have, a Material Adverse Effect; (iv) the occurrence of a default or an event of default under any other financing arrangement (including, without limitation, the Second Lien Credit Agreement) pursuant to which the Borrower or the Collection Agent is a debtor or an obligor; and (v) any downgrade in the rating of any Indebtedness of TCEH or any other Parent Undertaking Provider by Standard & Poor’s or by Xxxxx’x, setting forth the Indebtedness affected and the nature of such change; (i) at least thirty (30) days prior to the effective date thereof, notice of the Borrower’s intention to enter into the Second Lien Credit Agreement and (ii) at least five (5) Business Days prior to the effective date thereof, notice of any amendment, supplement, waiver, consent or other modification to any Second Lien Loan Documentlight truck installment sales contracts; and (l) at least 10 days prior to the effectiveness of any removal of the Independent Director, and promptly (but in no event more than three Business Days after actual knowledge thereof) after the death, incapacity or resignation of the Independent Director, notice of such event and the date of occurrence thereof, together with the name and background of the replacement Independent Director.