Common use of Reporting Requirements of the Seller Clause in Contracts

Reporting Requirements of the Seller. From the date hereof until the later of the Termination Date or the Collection Date, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent: (a) 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 Parent, consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Parent; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries for such year each reported on by nationally recognized independent public accountants acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principles; (c) together with the financial statements delivered pursuant to the foregoing clauses (a) and (b), a certificate of the chief financial officer or chief accounting officer of the Seller stating that there exists no Event of Investment Ineligibility or event which, with the passage of time or the giving of notice or both, would constitute an Event of Investment Ineligibility, or, if any such event exists, specifying the nature thereof, the period of existence thereof and what action the Seller proposes to take with respect thereto; (d) promptly after the sending or filing thereof, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event defined in Title IV of ERISA which could result in the imposition of any lien and which the Parent or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Parent or any ERISA Affiliate of the Parent receives from such Corporation; (f) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such or event and the action which the Seller proposes to take with respect thereto; (g) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (i) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or any Subsidiary of the Seller or the Parent as the Agent may from time to time reasonably request in order to protect the interests of the Agent or of any Owner under or as contemplated by this Agreement.

Reporting Requirements of the Seller. From Until the date hereof until the later of the Termination Date or the Collection DateAggregate Ownership Interest is reduced to zero and no further Purchases are to be made, the Seller will, unless the Agent Purchasers shall otherwise consent in writing, furnish to the Agent:Administrative Agent for each Purchaser (or, in the case of (f) below, assist the Collection Agent in furnishing to the Administrative Agent for each Purchaser): (a) as soon as available (i) promptly and in any event within 60 days 30 Business Days after the end Seller or any ERISA Affiliate knows or has reason to know that a "reportable event" (as defined in Section 4043 of each of ERISA) has occurred with respect to any Plan and for which notice to the first three quarters of each fiscal year of the Parent, consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified PBGC has not been waived by the chief financial officer or chief accounting officer of the Parent; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Parentregulations, a copy statement of the consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries for such year each reported on by nationally recognized independent public accountants acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principles; (c) together with the financial statements delivered pursuant to the foregoing clauses (a) and (b), a certificate of the chief financial officer or chief accounting an officer of the Seller stating setting forth details as to such reportable event and the action that there exists no Event of Investment Ineligibility or event which, with the passage of time or the giving of notice or both, would constitute an Event of Investment Ineligibility, or, if any such event exists, specifying the nature thereof, the period of existence thereof and what action the Seller or an ERISA Affiliate proposes to take with respect thereto; (d) promptly after , together with a copy of the sending or filing thereofnotice of such reportable event, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant if any, given to the Securities Exchange Act of 1934PBGC, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event defined in Title IV of ERISA which could result in the imposition of any lien and which the Parent or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which Labor; (ii) promptly and in any event within ten (10) Business Days after receipt thereof, a copy of any notice the Parent Seller or any ERISA Affiliate may receive from the PBGC relating to the intention of the Parent receives PBGC to terminate any Plan or to appoint a trustee to administer any such Plan; (iii) promptly and in any event within ten (10) Business Days after a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of an officer of the Seller setting forth details as to such failure and the action that the Seller or an ERISA Affiliate proposes to take with respect thereto, together with a copy of such notice given to the PBGC; and (iv) promptly and in any event within thirty (30) Business Days after receipt thereof by the Seller or any ERISA Affiliate from such Corporationthe sponsor of a multiemployer plan (as defined in Section 3(37) of ERISA), a copy of each notice received by the Seller or any ERISA Affiliate concerning the imposition of withdrawal liability or a determination that a multiemployer plan is, or is expected to be, terminated or reorganized; (fb) as soon as possible and in any event within three (3) Business Days after the occurrence of any Event of Liquidation, written notice of such event; (c) as soon as possible and in any event with five (5) days after the occurrence thereof, written notice of each Event of Investment Ineligibility or each event which, with any material change in the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such or event Credit and the action which the Seller proposes to take with respect theretoCollection Policies; (gd) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (i) promptly, from time to time, such other information, documents, records or reports respecting (i) the Receivables as the Purchaser may from time to time reasonably request or (ii) in connection with any of the transactions contemplated by this Agreement or the conditions administration of this Agreement, the condition or operations, financial or otherwise, of the Seller, the Parent Seller or any Subsidiary of the Seller or the Parent its subsidiaries as the Agent Purchaser may from time to time reasonably request request; and (e) together with each Receivables Activity Report, commencing with the Receivables Activity Report to be delivered in order the month of June, 1999, and continuing until such time as all Receivables Systems are Year 2000 Compliant, a report setting in forth in reasonable detail the status of efforts to protect cause all Receivables Systems to be Year 2000 Compliant; and (f) the interests Receivables Activity Report as required under Section 7.4, together with a certificate of an officer of the Agent or Seller to the effect that all of any Owner under or the representations and warranties contained in Section 9.1 are true and correct in all material respects as contemplated by this Agreementof the date of delivery of each Receivables Activity Report.

Reporting Requirements of the Seller. From Until the date hereof until the later of the Termination Date or the Collection DateAggregate Ownership Interest is reduced to zero and no further Purchases are to be made, the Seller will, unless the Agent Purchasers shall otherwise consent in writing, furnish to the Agent:Administrative Agent for each Purchaser (or, in the case of (f) below, assist the Collection Agent in furnishing to the Administrative Agent for each Purchaser): (a) as soon as available (i) promptly and in any event within 60 days 30 Business Days after the end Seller or any ERISA Affiliate knows or has reason to know that a "reportable event" (as defined in Section 4043 of each of ERISA) has occurred with respect to any Plan and for which notice to the first three quarters of each fiscal year of the Parent, consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified PBGC has not been waived by the chief financial officer or chief accounting officer of the Parent; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Parentregulations, a copy statement of the consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries for such year each reported on by nationally recognized independent public accountants acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principles; (c) together with the financial statements delivered pursuant to the foregoing clauses (a) and (b), a certificate of the chief financial officer or chief accounting an officer of the Seller stating setting forth details as to such reportable event and the action that there exists no Event of Investment Ineligibility or event which, with the passage of time or the giving of notice or both, would constitute an Event of Investment Ineligibility, or, if any such event exists, specifying the nature thereof, the period of existence thereof and what action the Seller or an ERISA Affiliate proposes to take with respect thereto; (d) promptly after , together with a copy of the sending or filing thereofnotice of such reportable event, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant if any, given to the Securities Exchange Act of 1934PBGC, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event defined in Title IV of ERISA which could result in the imposition of any lien and which the Parent or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which Labor; (ii) promptly and in any event within 10 Business Days after receipt thereof, a copy of any notice the Parent Seller or any ERISA Affiliate may receive from the PBGC relating to the intention of the Parent receives PBGC to terminate any Plan or to appoint a trustee to administer any such Plan; (iii) promptly and in any event within 10 Business Days after a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of an officer of the Seller setting forth details as to such failure and the action that the Seller or an ERISA Affiliate proposes to take with respect thereto, together with a copy of such notice given to the PBGC; and (iv) promptly and in any event within 30 Business Days after receipt thereof by the Seller or any ERISA Affiliate from such Corporationthe sponsor of a multiemployer plan (as defined in Section 3(37) of ERISA), a copy of each notice received by the Seller or any ERISA Affiliate concerning the imposition of withdrawal liability or a determination that a multiemployer plan is, or is expected to be, terminated or reorganized; (fb) as soon as possible and in any event within three Business Days after the occurrence of any Event of Liquidation, written notice of such event; (c) as soon as possible and in any event with five days after the occurrence thereof, written notice of each Event of Investment Ineligibility or each event which, with any material change in the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such or event Credit and the action which the Seller proposes to take with respect theretoCollection Policies; (gd) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (i) promptly, from time to time, such other information, documents, records or reports respecting (i) the Receivables as the Purchaser may from time to time reasonably request or (ii) in connection with any of the transactions contemplated by this Agreement or the conditions administration of this Agreement, the condition or operations, financial or otherwise, of the Seller, the Parent Seller or any Subsidiary of the Seller or the Parent its subsidiaries as the Agent Purchaser may from time to time reasonably request request; (e) together with each Receivables Activity Report, commencing with the Receivables Activity Report to be delivered in order the month of June, 1999, and continuing until such time as all Receivables Systems are Year 2000 Compliant, a report setting in forth in reasonable detail the status of efforts to protect cause all Receivables Systems to be Year 2000 Compliant; and (f) the interests Receivables Activity Report as required under Section 7.4, together with a certificate of an officer of the Agent or Seller to the effect that all of any Owner under or the representations and warranties contained in Section 9.1 are true and correct in all material respects as contemplated by this Agreementof the date of delivery of each Receivables Activity Report.

Reporting Requirements of the Seller. From the date hereof until Until the later of the Facility Termination Date or and the Collection Datedate upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent: (a) 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 ParentSeller commencing with the Fiscal Quarter ended June 30, consolidated 1993, a Consolidated balance sheets sheet of the Parent Seller and its consolidated Subsidiaries as of the end of such quarter, quarter and the related consolidated Consolidated statements of income and cash flows and consolidated statements of changes in financial position of the Parent Seller and its consolidated Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail, duly certified (subject to year-end audit adjustments) by a Responsible Officer of the Seller as having been prepared in accordance with GAAP, it being agreed that delivery of the Seller's Quarterly Report on Form 10-Q will satisfy this requirement, together with (i) a certificate of said officer stating that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility has occurred and is continuing or, if a Event of Investment Ineligibility has occurred and is continuing, a statement as to the nature thereof and the action that the Seller has taken and proposes to take with respect thereto and (ii) a schedule in form satisfactory to the Agent of the computations used by the chief financial officer or chief accounting officer of Seller in determining the ParentRate Ratio; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the ParentSeller, commencing with the fiscal year ended December 31, 1993, a copy of the consolidated annual audit report for such year for the Seller and its Subsidiaries, including therein a Consolidated balance sheets sheet of the Parent Seller and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated Consolidated statements of income and cash flows and consolidated statements of changes in financial position of the Parent Seller and its consolidated Subsidiaries for such year fiscal year, in each reported on case accompanied by nationally recognized an opinion without qualification of independent public accountants of recognized standing acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable it being agreed that delivery of the Seller's Annual Report on Form 10-K will satisfy this requirement, together with (i) a certificate of such accounting firm to the AgentAgent stating that in the course of the regular audit of the business of the Seller and its Subsidiaries, whose certificate shall be which audit was conducted by such accounting firm in conformity accordance with generally accepted auditing standards, such accounting principles; (c) together with the financial statements delivered pursuant firm has obtained no knowledge that an Event of Investment Ineligibility has occurred insofar as such Event of Investment Ineligibility relates to accounting matters and is continuing, or if an Event of Investment Ineligibility has occurred and is continuing, a statement as to the foregoing clauses nature thereof, (aii) a schedule in form satisfactory to the Agent of the computations used by the Seller in determining, as of the end of such fiscal year, the Rate Ratio, and (b), iii) a certificate of the chief financial officer or chief accounting officer a Responsible Officer of the Seller stating that there exists that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility or event whichhas occurred and is continuing or, with the passage of time or the giving of notice or both, would constitute an if a Event of Investment IneligibilityIneligibility has occurred and is continuing, or, if any such event exists, specifying a statement as to the nature thereof, the period of existence thereof and what the action that the Seller has taken and proposes to take with respect thereto; (dc) promptly after the sending or filing thereof, copies of all reports which the Parent Seller sends to any of its security holders in their capacity as such and copies of all reports and other documents registration statements which the Parent Seller files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchangeexchange other than (i) registration statements relating to employee benefit plans and (ii) any exhibits to, or documents incorporated by reference in, any such filings; (ed) promptly after the filing or receiving thereof, copies of all reports and notices relating to the Seller and its significant domestic subsidiaries with respect to any reportable event Reportable Event defined in Title Article IV of ERISA which could result in the imposition of any lien and which the Parent Seller or any ERISA Affiliate of the Parent such subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Parent Seller or any ERISA Affiliate of the Parent subsidiary receives from such Corporationcorporation; (fe) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer accounting officer, treasurer or chief accounting officer assistant treasurer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto;; and (g) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (if) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or any Subsidiary of the Seller or the Parent subsidiary, as the Agent may from time to time reasonably request in order to protect any Owner's or the Agent's interests of the Agent or of any Owner under or as contemplated by this Agreement.

Reporting Requirements of the Seller. From the date hereof until Until the later of the Facility Termination Date or and the Collection Datedate upon which no Capital for any Receivable Interest shall be existing and all other amounts payable by the Seller hereunder shall be paid in full, the Seller will, unless the Administrative Agent shall otherwise consent in writing, furnish to each Managing Agent and the Administrative Agent: (a) as soon as available and in any event within 60 65 days after the end of each of the first three quarters of each fiscal year of the ParentSeller, consolidated a balance sheets sheet of the Parent and its consolidated Subsidiaries Seller as of the end of such quarter, quarter and the related consolidated statements of income and retained earnings and of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries each Seller for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer a Senior Financial Officer of the ParentSeller or WORLDCOM; (b) as soon as available and in any event within 120 110 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated balance sheets of the Parent and its consolidated Subsidiaries as of the end of such year and the related consolidated financial statements of cash flows and consolidated statements of changes in financial position of the Parent and its consolidated Subsidiaries for such year each reported on for the Seller certified by nationally recognized independent public accountants acceptable to a Senior Financial Officer of the Agent, all in reasonable detail and certified without adverse opinion Seller or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principlesWORLDCOM; (c) together with the financial statements delivered pursuant to the foregoing clauses (a) and (b)required hereunder, a compliance certificate in substantially the form of the chief financial officer or chief accounting officer Exhibit J signed by a Senior Financial Officer of the Seller stating that there exists no Event or WORLDCOM and dated the date of Investment Ineligibility such annual financial statement or event whichsuch quarterly financial statement, with as the passage of time or the giving of notice or both, would constitute an Event of Investment Ineligibility, or, if any such event exists, specifying the nature thereof, the period of existence thereof and what action the Seller proposes to take with respect theretocase may be; (d) promptly after the sending or filing thereof, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event defined in Title IV of ERISA which could result in the imposition of any lien and which the Parent or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Parent or any ERISA Affiliate of the Parent receives from such Corporation; (f) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Potential Event of Investment IneligibilityTermination, the a statement of the chief financial officer or chief accounting officer a Senior Financial Officer of the Seller setting forth details of such Event of Termination or event Potential Event of Termination and the action which the Seller has taken and proposes to take with respect thereto; (ge) promptly upon at least thirty 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 (i) indicating such change or amendment, and (ii) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Pool Receivables or decrease the credit quality of any Obligors of any newly created Receivables, requesting the Administrative Agent's request therefor, a certificate of the chief financial officer and each Managing Agent's consent thereto (which consent shall not be unreasonably withheld or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%delayed); (hf) promptly after becoming aware as soon as possible and in any event within five days of the Seller's knowledge thereof, notice of (i) any pending litigation, investigation or threatened actions, suits or proceedings proceeding against or affecting the Parent, the Seller or which may exist at any other Subsidiary time and which, in the reasonable judgment of the ParentSeller, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect could have a material adverse effect on the financial condition or results of operations of the Seller, impair the ability of the Seller or the Parent or the Parent and to perform its consolidated Subsidiaries taken as a wholeobligations under this Agreement, or materially adversely affect the ability collectibility of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement Pool Receivables, and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than material adverse development in any such default thatpreviously disclosed litigation, which when taken together with all other such defaults, is not material to the business investigation or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole.proceeding; and (ig) promptly, from time to time, such other information, documents, records or reports respecting the Receivables Receivables, the Related Security or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, the Parent or any Subsidiary of the Seller or the Parent as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Agent or of any Owner under or as contemplated by this Agreementrequest.

Reporting Requirements of the Seller. From the date hereof initial Receivables Purchase Date until the later of the Termination Date or the Collection Date, the Seller will, unless the Collateral Agent shall otherwise consent in writing, furnish to the AgentCollateral Agent and to CapMAC: (a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the ParentSeller, consolidated balance sheets of the Parent and its consolidated Subsidiaries Seller as of the end of such quarter, and (to the related consolidated extent available) statements of cash flows income and consolidated statements of changes in financial position retained earnings of the Parent and its consolidated Subsidiaries each Seller for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the ParentSeller; (b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated balance sheets sheet of the Parent and its consolidated Subsidiaries Seller as of the end of such year and the related consolidated statements of cash flows income and consolidated statements of changes in financial position retained earnings of the Parent and its consolidated Subsidiaries Seller for such year each reported on by nationally recognized independent public accountants acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants Collateral Agent (the Collateral Agent acknowledges that any of the "Big 5" accounting firms will be acceptable to the Collateral Agent, whose certificate shall be in conformity with generally accepted accounting principles); (c) together with the promptly upon receipt thereof, copies of (i) all annual and quarterly financial statements delivered to the Seller by the Originator pursuant to the foregoing clauses (a) Purchase Agreement and (b)ii) all other reports and other written information not specified above which are required to be delivered by the Originator (individually, a certificate or as Servicer) to the Seller pursuant to the terms of the Purchase Agreement; (d) as soon as possible and in any event within five Business Days after the occurrence of each Event of Termination or Wind-Down Event or each Unmatured Event of Termination or Unmatured Wind-Down Event, the statement of the chief financial officer or officer, chief accounting officer or treasurer of the Seller stating that there exists no setting forth details of such Event of Investment Ineligibility or event whichTermination, with the passage of time or the giving of notice or bothWind-Down Event, would constitute an Unmatured Event of Investment Ineligibility, or, if any such event exists, specifying Termination or Unmatured Wind-Down Event and the nature thereof, the period of existence thereof and what action which the Seller proposes to take with respect thereto; (d) promptly after the sending or filing thereof, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event Reportable Event defined in Title Article IV of ERISA which could result in the imposition of any lien and which the Parent Seller or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC or the U.S. Department of Labor DOL or which the Parent or any ERISA Affiliate of the Parent Seller receives from such Corporationthe PBGC; (f) as soon as possible and in any event within five days after on or before the occurrence 15th day of each Event of Investment Ineligibility month (or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibilityif such day is not a Business Day, the statement immediately succeeding Business Day), a copy of the chief financial officer or chief accounting officer Settlement Report for the most recent calendar month, which shall include a summary of the Seller setting forth details portfolio of Interest Rate Hedgxx xx of such or event and the action which the Seller proposes to take with respect thereto;day; and (g) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (i) promptly, from time to time, such other information, documents, records or reports respecting the Purchased Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or any Subsidiary of the Seller or the Parent as the Collateral Agent may from time to time reasonably request in order to protect the interests of the Collateral Agent or of any Owner Triple-A under or as contemplated by this Triple-A Purchase Agreement.

Reporting Requirements of the Seller. From the date hereof initial Receivables Purchase Date until the later of the Termination Date or the Combined Collection Date, the Seller will, unless the Collateral Agent shall otherwise consent in writing, furnish to the Insurer, the Collateral Agent, each Managing Agent, and, (so long as the ING Purchase Agreement is in effect) to ING: (a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the ParentSeller, consolidated balance sheets of the Parent and its consolidated Subsidiaries Seller as of the end of such quarter, and (to the related consolidated extent available) statements of cash flows income and consolidated statements of changes in financial position retained earnings of the Parent and its consolidated Subsidiaries each Seller for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the ParentSeller; (b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated balance sheets sheet of the Parent and its consolidated Subsidiaries Seller as of the end of such year and the related consolidated statements of cash flows income and consolidated statements of changes in financial position retained earnings of the Parent and its consolidated Subsidiaries Seller for such year each reported on by Deloitte & Touche LLP or other nationally recognized independent public accountants acceptable to the each Managing Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principles; (c) together with the promptly upon receipt thereof, copies of (i) all annual and quarterly financial statements delivered to the Seller by the Originator pursuant to the foregoing clauses (a) Sale Agreement and (b)ii) all other reports and other written information not specified above which are required to be delivered by the Originator (individually, a certificate or as Servicer) to the Seller pursuant to the terms of the Sale Agreement; (d) as soon as possible and in any event within five Business Days after the occurrence of each Event of Termination or Wind-Down Event or each Unmatured Event of Termination or Unmatured Wind-Down Event, the statement of the chief financial officer or officer, chief accounting officer or treasurer of the Seller stating that there exists no setting forth details of such Event of Investment Ineligibility or event whichTermination, with the passage of time or the giving of notice or bothWind-Down Event, would constitute an Unmatured Event of Investment Ineligibility, or, if any such event exists, specifying Termination or Unmatured Wind-Down Event and the nature thereof, the period of existence thereof and what action which the Seller proposes to take with respect thereto; (d) promptly after the sending or filing thereof, copies of all reports which the Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any reportable event Reportable Event defined in Title Article IV of ERISA which could result in the imposition of any lien and which the Parent Seller or any ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC or the U.S. Department of Labor DOL or which the Parent or any ERISA Affiliate of the Parent Seller receives from such Corporationthe PBGC; (f) as soon as possible and in any event within five days after on or before the occurrence 19th day of each Event of Investment Ineligibility month (or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibilityif such day is not a Business Day, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such or event and the action which the Seller proposes to take with respect thereto; (g) promptly upon the Agent's request thereforimmediately preceding Business Day), a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary a copy of the ParentSettlement Report for the most recent calendar month, or the property which shall include a summary of the Parent, the Seller or portfolio of any other Subsidiary Interest Rate Xxxxxx as of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement such day and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect a data file (to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material be delivered electronically) in form and substance substantially similar to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole.Exhibit B; and (ig) promptly, from time to time, such other information, documents, records or reports respecting the Purchased Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or Seller as any Subsidiary of the Seller or the Parent as the Managing Agent may from time to time reasonably request in order to protect the interests of the such Managing Agent or of any Owner related Purchaser under or as contemplated by this Receivables Purchase Agreement.

Reporting Requirements of the Seller. From the date hereof until Until the later of the Facility Termination Date or and the Collection Datedate upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent: (a) 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 ParentSeller, consolidated a Consolidated balance sheets sheet of the Parent Seller and its consolidated Subsidiaries as of the end of such quarter, quarter and the related consolidated Consolidated statements of income and cash flows and consolidated statements of changes in financial position flow of the Parent Seller and its consolidated Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by setting forth in each case in comparative form the chief financial officer or chief accounting officer corresponding figures for the corresponding period of the Parentpreceding fiscal year, all in reasonable detail, duly certified (subject to year-end audit adjustments) by a Responsible Officer of the Seller as having been prepared in accordance with GAAP, it being agreed that delivery of the Seller's Quarterly Report on Form l0-Q will satisfy this requirement, together with (i) a certificate of said officer stating that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility has occurred and is continuing or, if an Event of Investment Ineligibility has occurred and is continuing, a statement as to the nature thereof and the action that the Seller has taken and proposes to take with respect thereto and (ii) a certificate of said officer stating the Interest Coverage Ratio and the Leverage Percentage as of the end of such quarter; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the ParentSeller, a copy of the consolidated annual report for such year for the Seller and its Subsidiaries, containing a Consolidated balance sheets sheet of the Parent Seller and its consolidated Subsidiaries as of the end of such fiscal year and the related consolidated Consolidated statements of income and cash flows and consolidated statements of changes in financial position of the Parent Seller and its consolidated Subsidiaries for such year fiscal year, in each reported on case accompanied by nationally recognized an opinion without qualification of independent public accountants of recognized standing acceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable it being agreed that delivery of the Seller's Annual Report on Form 10-K will satisfy this requirement, together with (i) a certificate of such accounting firm to the AgentAgent stating that in the course of the regular audit of the business of the Seller and its Subsidiaries, whose certificate shall be which audit was conducted by such accounting firm in conformity accordance with generally accepted auditing standards, such accounting principles; (c) together with the financial statements delivered pursuant firm has obtained no knowledge that an Event of Investment Ineligibility has occurred insofar as such Event of Investment Ineligibility relates to accounting matters and is continuing, or if an Event of Investment Ineligibility has occurred and is continuing, a statement as to the foregoing clauses nature thereof, (aii) and (b), a certificate of the chief financial officer or chief accounting officer a Responsible Officer of the Seller stating that there exists the Interest Coverage Ratio and the Leverage Percentage as of the end of such fiscal year and (iii) a certificate of a Responsible Officer of the Seller stating that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility or event whichhas occurred and is continuing or, with the passage of time or the giving of notice or both, would constitute an if a Event of Investment IneligibilityIneligibility has occurred and is continuing, or, if any such event exists, specifying a statement as to the nature thereof, the period of existence thereof and what the action that the Seller has taken and proposes to take with respect thereto; (dc) promptly after the sending or filing thereof, copies of all reports which the Parent Seller sends to any of its security holders securityholders, and copies of all reports and other documents registration statements which the Parent Seller or any of its Subsidiaries files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements as the Parent may file with the Securities and Exchange Commission or any national securities exchange; (ed) promptly after the filing or receiving thereof, copies of all reports and notices relating to the Seller and its significant domestic subsidiaries with respect to any reportable event Reportable Event defined in Title Article IV of ERISA which could result in the imposition of any lien and which the Parent Seller or any ERISA Affiliate of the Parent such subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Parent Seller or any ERISA Affiliate of the Parent subsidiary receives from such Corporationcorporation; (fe) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer accounting officer, treasurer or chief accounting officer assistant treasurer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto;; and (g) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Parallel Purchase Agreement does not exceed 100%; (h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole. (if) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or any Subsidiary of the Seller or the Parent subsidiary, as the Agent may from time to time reasonably request in order to protect any Owner's or the Agent's interests of the Agent or of any Owner under or as contemplated by this Agreement.