Common use of Reporting Requirements of the Seller Clause in Contracts

Reporting Requirements of the Seller. From the Effective Date until the later of the Termination Date or the Collection Date, the Seller will, unless the Purchaser shall otherwise consent in writing, furnish to the Purchaser: (a) as soon as available, and in any event not later than the earlier of (i) 50 days following the end of each quarterly accounting period or (ii) 10 days following the filing of a Form 10-Q, if any, with the Securities and Exchange Commission, unaudited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized financial officer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuing; (b) as soon as practicable, and in any event not later than the earlier of (i) 95 days following the end of each annual accounting period or (ii) within 10 days following the filing of a Form 10-K, if any, with the Securities and Exchange Commission audited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified by a firm of nationally recognized independent public accountants; (c) to the extent not covered in subsections (a) and (b) above, as soon as practicable and in any event within ten (10) days after such filing, any financial reports filed by Ag Services with the Securities and Exchange Commission; (d) as soon as possible and in any event within five Business Days after the occurrence of each Termination Event or Unmatured Termination Event, the statement of the chief financial officer of the Seller setting forth details of such Termination Event or Unmatured Termination Event and the action which the Seller proposes to take with respect thereto; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGC; (f) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice that describes in reasonable detail any event or occurrence which, individually or in the aggregate for all such events or occurrences, has had, or that the Seller, in its reasonable good faith judgment determines could reasonably be expected to have, a Material Adverse Effect; (g) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice of (i) any litigation, investigation or proceeding of the type described in Section 4.1(f) not previously disclosed to the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial officer of the Seller to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail the nature thereof and the action taken or proposed to be taken with respect thereto; and (j) promptly, from time to time, such other information, documents, records or reports respecting the Acquired Assets or the condition or operations, financial or otherwise, of the Seller, in each case as the Purchaser may from time to time reasonably request.

Reporting Requirements of the Seller. From the Effective Date until Until the later of ------------------------------------ the Facility Termination Date or and the Collection Datedate upon which no Capital for any Share shall be existing, the Seller will, unless the Purchaser Agent shall otherwise consent in writing, furnish to the PurchaserAgent: (a) as soon as available, available and in any event not later than the earlier of (i) 50 within 60 days following after the end of each quarterly accounting period or (ii) 10 days following of the filing first three quarters of a Form 10-Qeach fiscal year of the Seller, if any, beginning with the Securities first quarter of 2000, a balance sheet of the Seller as of the end of such quarter, and Exchange Commission, unaudited consolidated statements of income and cash flows for Ag Services and its Subsidiaries retained earnings of the Seller, each for the period from commencing at the beginning end of the current previous fiscal year to and ending with the end of such quarterly periodquarter, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized a principal financial or accounting officer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuingSeller; (b) as soon as practicable, and in any event not later than the earlier of (i) 95 days following the end of each annual accounting period or (ii) within 10 days following the filing of a Form 10-K, if any, with the Securities and Exchange Commission audited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified by a firm of nationally recognized independent public accountants; (c) to the extent not covered in subsections (a) and (b) above, as soon as practicable available and in any event within ten (10) 120 days after such filing, any financial reports filed by Ag Services the end of each fiscal year of the Seller beginning with the Securities fiscal year ended December 31, 1999, a copy of the balance sheet of the Seller as of the end of such year and Exchange Commissionthe related statements of income and retained earnings of the Seller for such year, each certified by a principal financial or accounting officer of the Seller; (dc) as soon as possible and in any event within five Business Days ten days after the occurrence of each Termination Event of Investment Ineligibility or Unmatured Termination Eventeach 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 a principal financial or accounting officer of the Seller setting forth details of such Termination Event of Investment Ineligibility or Unmatured Termination Event event and the action which the Seller proposes to take with respect thereto; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGC; (fd) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice that describes in reasonable detail any event or occurrence which, individually or in the aggregate for all such events or occurrences, has hadadoption of, or that the Sellerany change in, in its reasonable good faith judgment determines could reasonably be expected any applicable law, rule or regulation which has, or is likely to have, a Material Adverse Effect; (g) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice of (i) any litigation, investigation or proceeding of the type effect described in Section 4.1(f5.03(b) not previously disclosed to or 5.03(c), the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation statement of a principal financial or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial accounting officer of the Seller describing such law, rule or regulation and its effect (or anticipated effect); (e) at least ten Business Days prior to any change in the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing orSeller's name, if any such event shall have occurred and be continuing, specifying in reasonable detail a notice setting forth the nature thereof new name and the action taken or proposed to be taken with respect thereto; andeffective date thereof; (jf) promptly, from time to time, such other information, documents, records or reports respecting the Acquired Assets Receivables or the financial condition or operations, financial or otherwise, operations of the Seller, in each case as the Purchaser Agent may from time to time reasonably requestrequest in order to protect any Owner's or the Agent's interests under or contemplated by this Agreement or the Ownership Document; and (g) promptly, but in no event later than the close of business on the date of receipt from any Originator under the Originator Agreement to which such Originator is a party or from any SPV under the NewCo Agreement to which such SPV is a party, copies of all reports delivered to the Seller pursuant to Section 5.02 of such Originator Agreement or NewCo Agreement.

Reporting Requirements of the Seller. From the Effective initial Receivables Purchase Date until the later of the Termination Date or the Combined Collection Date, the Seller will, unless the Purchaser Collateral Agent shall otherwise consent in writing, furnish to the PurchaserCollateral Agent, ING and to CapMAC: (a) as soon as available, available and in any event not later than the earlier of (i) 50 within 45 days following after the end of each quarterly accounting period or of the first three quarters of each fiscal year of the Seller, balance sheets of the Seller as of the end of such quarter, and (iito the extent available) 10 days following the filing of a Form 10-Q, if any, with the Securities and Exchange Commission, unaudited consolidated statements of income and cash flows for Ag Services and its Subsidiaries retained earnings of the Seller for the period from commencing at the beginning end of the current previous fiscal year to and ending with the end of such quarterly periodquarter, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized chief financial officer, chief accounting officer or treasurer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuingSeller; (b) as soon as practicable, available and in any event not later than the earlier of (i) 95 within 105 days following after the end of each annual accounting period or (ii) within 10 days following fiscal year of the filing Seller, a copy of a Form 10-K, if any, with the Securities balance sheet of the Seller as of the end of such year and Exchange Commission audited consolidated the related statements of income and cash flows for Ag Services and its Subsidiaries retained earnings of the Seller for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in year each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified reported on by a firm of nationally recognized independent public accountantsaccountants acceptable to the Collateral Agent (the Collateral Agent acknowledges that [any of the "Big 5" accounting firms] will be acceptable to the Collateral Agent); (c) promptly upon receipt thereof, copies of (i) all annual and quarterly financial statements delivered to the extent not covered in subsections (a) Seller by the Originator pursuant to the Purchase Agreement and (bii) aboveall other reports and other written information not specified above which are required to be delivered by the Originator (individually, or as soon as practicable and in any event within ten (10Servicer) days after such filing, any financial reports filed by Ag Services with to the Securities and Exchange CommissionSeller 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, chief accounting officer or treasurer of the Seller setting forth details of such Event of Termination, Wind-Down Event, Unmatured Event of Termination Event or Unmatured Termination Wind-Down Event and the action which the Seller proposes to take with respect thereto; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGC; (f) as soon as possible and in any event within two on or before the 15th day of each month (or if such day is not a Business Days after an Authorized Officer Day, the immediately succeeding Business Day), a copy of the Seller has knowledge thereofSettlement Report for the most recent calendar month, written notice that describes in reasonable detail any event or occurrence which, individually or in the aggregate for all such events or occurrences, has had, or that the Seller, in its reasonable good faith judgment determines could reasonably be expected to have, which shall include a Material Adverse Effect; (g) as soon as possible and in any event within two Business Days after an Authorized Officer summary of the Seller has knowledge thereof, written notice portfolio of (i) any litigation, investigation or proceeding Interest Rate Xxxxxx as of the type described in Section 4.1(f) not previously disclosed to the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial officer of the Seller to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail the nature thereof and the action taken or proposed to be taken with respect theretoday; and (jg) promptly, from time to time, such other information, documents, records or reports respecting the Acquired Assets Purchased Receivables or the condition conditions or operations, financial or otherwise, of the Seller, in each case Seller as the Purchaser Collateral Agent may from time to time reasonably requestrequest in order to protect the interests of the Collateral Agent or of Triple-A under or as contemplated by this Triple-A Purchase Agreement.

Reporting Requirements of the Seller. From the Effective Date until the later of the Termination Date or Until the Collection Date, the Seller will, unless the Purchaser Agent shall otherwise consent in writing, furnish to the PurchaserAgent, each owner and the Trustee: (a) as soon as available, available and in any event not later than the earlier of (i) 50 within 45 days following after the end of each quarterly accounting period or (ii) 10 days following of the filing first three quarters of each fiscal year of the Seller, a Form 10-Q, if any, with balance sheet of the Securities Seller as of the end of such quarter and Exchange Commission, unaudited consolidated statements of income and of cash flows for Ag Services and its Subsidiaries of the Seller for the period from commencing at the beginning end of the current previous fiscal year to and ending with the end of such quarterly periodquarter, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized chief financial officer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuingSeller; (b) as soon as practicable, and in any event not later than the earlier of (i) 95 days following the end of each annual accounting period or (ii) within 10 days following the filing of a Form 10-K, if any, with the Securities and Exchange Commission audited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified by a firm of nationally recognized independent public accountants; (c) to the extent not covered in subsections (a) and (b) above, as soon as practicable available and in any event within ten (10) 90 days after the end of each fiscal year of the Seller, a copy of the Seller's annual audit report containing a balance sheet of the Seller as of the end of such filingyear and statements of income and of cash flows for such year, any financial reports filed certified in a manner acceptable to the Agent by Ag Services with Coopers & Lybrxxx xx other independent public accountants acceptable to the Securities Agent and Exchange Commissionthe Owners; (dc) as soon as possible and in any event within five Business Days days after the Seller's chief financial officer, chief accounting officer, treasurer or assistant treasurer obtains knowledge of the occurrence of each Event of Termination and each Incipient Event or Unmatured of Termination Eventcontinuing on the date of such statement, the a statement of the chief financial such officer of the Seller setting forth details of such Event of Termination or Incipient Event or Unmatured of Termination Event and the action which the Seller has taken and proposes to take with respect thereto; (ed) promptly and in any event within five Business Days after the filing Seller's receipt or receiving delivery thereof, copies of all reports notices, requests, reports, certificates, and notices with respect to any Reportable Event defined in Article IV of ERISA which other 133 information and documents delivered or received by the Seller from time to time under or in connection with any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGCPurchase Document; (fe) as soon as possible not later than eight Business Days after the last day of each Fiscal Month, at the request of the Agent, and in any event within two Business Days five days after an Authorized Officer the occurrence of any Event of Termination or Incipient Event of Transaction, a list of the Seller has knowledge thereof, written notice that describes in reasonable detail any event or occurrence which, individually or in the aggregate for all outstanding Receivables on such events or occurrences, has had, or that the Seller, in its reasonable good faith judgment determines could reasonably be expected to have, a Material Adverse Effect; (g) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice of (i) any litigation, investigation or proceeding of the type described in Section 4.1(f) not previously disclosed to the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial officer of the Seller to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail the nature thereof and the action taken or proposed to be taken with respect theretoday; and (jf) promptly, from time to time, such other information, documents, records or reports respecting the Acquired Seller Assets or the condition or operations, financial or otherwise, of the Seller, in each case the Selling Affiliates or any of their respective subsidiaries as the Purchaser Agent or any Owner may from time to time reasonably request.

Reporting Requirements of the Seller. From the Effective Date until the later of the Termination Date The Seller shall furnish, or the Collection Datecause to be furnished, the Seller will, unless the Purchaser shall otherwise consent in writing, furnish to the Purchaser: (a) as As soon as available, and in any event not later than the earlier of (i) 50 within 40 days following after the end of each quarterly accounting period or (ii) 10 days following the filing of calendar month, a Form 10-Q, if any, with the Securities consolidated and Exchange Commission, unaudited consolidated consolidating financial statements of income and cash flows for Ag Services the Seller and its consolidated Subsidiaries for the period from previous calendar month, to be delivered to the beginning Purchaser and the Servicer for each of the current fiscal year to first twelve (12) calendar months after the end of such quarterly perioddate on which this Agreement is consummated, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by president, the authorized chief financial officer or chief accounting officer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuingSeller; (b) as As soon as practicableavailable, and in any event not later than the earlier of (i) 95 within 45 days following after the end of each annual of the first three quarters of its fiscal year, a consolidated and consolidating financial statements of the Seller and its consolidated Subsidiaries as of the end of such quarter, for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by president, chief financial officer or chief accounting period or officer of the Seller; (iic) As soon as available, and in any event within 10 40 days following after the filing end of each month, a Form 10-KSeller Month End Report substantially in the form as set forth on Schedule 3 attached hereto; (d) As soon as available and in any event within 90 days after the end of its fiscal year, a copy of the consolidated and consolidating financial statements of the Seller and its consolidated Subsidiaries, if any, with as of the Securities end of such year and Exchange Commission audited the related consolidated statements of income operations, stockholders' equity and cash flows for Ag Services flows, of the Seller and its consolidated Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified audited by a 'Big Six' accounting firm or a firm of nationally recognized independent public accountantsaccountants reasonably acceptable to the Servicer; (ce) Promptly after the sending or filing thereof, copies of all reports which the Seller files with any Governmental Authority as they relate to the extent not covered in subsections Seller's Receivables or sends to any of its security holders and a copy of the annual report (aif any) and (b) above, as soon as practicable and in any event within ten (10) days after such filing, any financial reports filed by Ag Services with of the Securities and Exchange CommissionSeller; (df) as Within five (5) Business Days of the submission, sending, filing or otherwise providing Medicare or Medicaid cost reports of any kind whatsoever, whether or not they be consolidated or consolidating, to the appropriate agency or Governmental Authority, the Seller shall deliver copies of such cost reports to the Purchaser or the Servicer; (g) As soon as possible and in any event within five Business Days three (3) days after the occurrence of an Event of Seller Default (including without limitation a material adverse change in the financial condition of the Seller) or each Termination event which, with the giving of notice or lapse of time or both, would constitute an Event or Unmatured Termination Eventof Seller Default, the statement of the chief financial executive officer of the Seller setting forth complete details of such Termination Event or Unmatured Termination Event of Seller Default and the action which the Seller has taken, is taking and proposes to take with respect thereto; (eh) promptly after Upon the filing reasonable request of the Purchaser on or receiving thereofbefore the tenth Business Day following the 45th day and 90th day of each calendar quarter commencing on the first full calendar quarter immediately following the Closing Date, copies of federal tax lien search results in all reports and notices applicable jurisdictions with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with upon the IRS request of the Purchaser or the PBGC Servicer. In the event Seller fails to timely deliver such search results, the Purchaser or the DOL or which the Seller receives from the PBGC; (f) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice that describes in reasonable detail any event or occurrence which, individually or in the aggregate for all Servicer may cause such events or occurrences, has had, or that searches to be completed at the Seller, in its reasonable good faith judgment determines could reasonably be expected to have, a Material Adverse Effect; (g) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice of (i) any litigation, investigation or proceeding of the type described in Section 4.1(f) not previously disclosed to the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security's sole expense; (i) together As soon as available and in any event at least three (3) Business Days prior to the filing of any and all public announcements, press releases, 10-Ks, 10-Qs, 8-Ks and other similar filings or reports pursuant to the Securities Exchange Act of 1934, as amended, with the financial statements to be delivered under clauses (a) and (b) aboveappropriate agency and/or Governmental Authority, a certificate of the chief executive officer or chief financial officer of the Seller shall deliver copies drafts of such filings or reports to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail Purchaser and/or the nature thereof and the action taken or proposed to be taken with respect theretoPurchaser's legal counsel; and (j) promptly, Within five (5) Business Days of the reasonable request from time to timethe Purchaser, such other information, documents, records or reports respecting with respect to the Acquired Assets Receivables or the Contracts or the condition or operations, financial or otherwise, of the Seller, in each case as the Purchaser may from time to time reasonably requestSeller or any of its Subsidiaries.

Reporting Requirements of the Seller. From the Effective Date until the later of the Termination Date The Seller shall ------------------------------------ furnish, or the Collection Datecause to be furnished, the Seller will, unless the Purchaser shall otherwise consent in writing, furnish to the Purchaser, the Operating Agent, the Collateral Agent and (in the case of Section 5.02(f) only) the Rating Agencies: (a) no less frequently than the third Business Day of each week, an Investment Base Certificate in the form of Exhibit C; (b) monthly, as soon as available, and in any event not later than the earlier of (i) 50 event, within fifteen days following after the end of each quarterly accounting fiscal month, a Monthly Report in the form of Exhibit G; (c) as soon as available and in any event within 90 days after the end of each fiscal year, a copy of the audited consolidated financial statements for such year for the Parent and its consolidated Subsidiaries, certified, in a manner acceptable to the Operating Agent and the Collateral Agent, by Ernst & Young or other nationally recognized independent public accountants acceptable to the Operating Agent and the Collateral Agent with such financial statements being prepared in accordance with GAAP applied consistently throughout the period involved (except as approved by such accountants and disclosed therein); (d) as soon as available and in any event within (i) 30 days after the end of each fiscal month of each fiscal year of the Parent (other than any month which constitutes the end of any fiscal quarter) or (ii) 10 45 days following after the filing end of a Form 10-Qeach of the first three quarters of each fiscal year of the Parent, if anyin each case, with an unaudited consolidated balance sheet of the Securities Parent and Exchange Commissionits consolidated Subsidiaries as of the end of such month or quarter and including the prior comparable period, and the unaudited consolidated statements of income and retained earnings, and of cash flows for Ag Services flow, of the Parent and its consolidated Subsidiaries for such month or quarter and for the period from commencing at the beginning end of the current previous fiscal year to and ending with the end of such quarterly periodmonth or quarter, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized chief financial officer, chief accounting officer or treasurer of Ag Services, the Parent identifying such documents as applicablebeing the documents described in this paragraph (d) and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries as of and for the periods then ended, subject to changes resulting from normal year-end adjustmentsadjustments consisting only of normal, together recurring accruals and confirming that the Servicer is in compliance with a statement from such officer setting forth all financial covenants in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuingAgreement; (b) as soon as practicable, and in any event not later than the earlier of (i) 95 days following the end of each annual accounting period or (ii) within 10 days following the filing of a Form 10-K, if any, with the Securities and Exchange Commission audited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified by a firm of nationally recognized independent public accountants; (c) to the extent not covered in subsections (a) and (b) above, as soon as practicable and in any event within ten (10) days after such filing, any financial reports filed by Ag Services with the Securities and Exchange Commission; (de) as soon as possible and in any event within five Business Days days after the occurrence of each a Termination Event or Unmatured Termination an Incipient Event, the statement of the chief financial executive officer of the Seller setting forth complete details of such Termination Event or Unmatured Termination Incipient Event and the action which the Seller has taken, is taking and proposes to take with respect thereto; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGC; (f) as soon as possible available and in any event within two Business Days 90 days after an Authorized Officer the end of each fiscal year, a report from Ernst & Young or other nationally recognized independent public accountants (upon which report, the Operating Agent and the Collateral Agent may rely) to the Collateral Agent and the Operating Agent to the effect that such firm has applied the agreed upon procedures agreed to by the Seller and the Operating Agent with respect to (a) the Seller's compliance with the Seller's financial covenants in this Agreement and (b) the substantial compliance with this Agreement in the preparation of the Seller Monthly Reports (including the Investment Base Certificates attached thereto) delivered during the previous fiscal year, and that, on the basis of such procedures, such firm has knowledge thereofreported that there are no exceptions, written notice that describes except as set forth in reasonable detail any event or occurrence which, individually or in the aggregate for all such events or occurrences, has had, or that the Seller, in its reasonable good faith judgment determines could reasonably be expected to have, a Material Adverse Effectstatement; (g) as soon as possible and in any event within two Business Days after an Authorized Officer of the Seller has knowledge thereof, written notice of (i) any litigation, investigation or proceeding of the type described in Section 4.1(f) not previously disclosed to the Purchaser and (ii) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; (h) as soon as possible and in any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation to the Related Security; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial officer of the Seller to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail the nature thereof and the action taken or proposed to be taken with respect thereto; and (j) promptly, from time to time, such other information, documents, records or reports respecting the Acquired Assets Transferred Receivables or the Contracts or the condition or operations, financial or otherwise, of the Seller, in each case or the Originator or any of its Subsidiaries, as the Purchaser Purchaser, the Operating Agent or the Collateral Agent may request from time to time reasonably requesttime; (h) upon any request from the Operating Agent and in any event, on or before 90 days after the end of each fiscal year, (i) an Officer's Certificate of the Seller, dated the date of such delivery, bringing down to such date the matters set forth in the Officer's Certificate in the form of Exhibit E, and (ii) an Officer's Certificate of the Servicer, dated the date of such delivery, bringing down to such date the matters set forth in the Officer's Certificate in the form of Exhibit F; and (i) promptly, notification in writing of any litigation, legal proceeding or dispute, whether or not in the ordinary course of business, affecting the Seller, whether or not fully covered by insurance, and regardless of the subject matter thereof.

Reporting Requirements of the Seller. From the Effective Date date hereof until the later of the Final Termination Date or the Collection Date, the Seller covenants and agrees that it will, unless the Purchaser Trust and the Financial Services Agent shall otherwise consent in writing, furnish deliver to the PurchaserTrust and the Financial Services Agent: (a) as soon as available, and in any event not later than the earlier of (i) 50 days following the end of each quarterly accounting period or (ii) 10 days following the filing of a Form 10-Q, if any, with the Securities and Exchange Commission, unaudited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of Subsidiaries as at the end of such quarterly period, setting forth in each case figures for the corresponding period in the preceding fiscal year, all in reasonable detail and certified by the authorized financial officer of Ag Services, as applicable, subject to changes resulting from normal year-end adjustments, together with a statement from such officer setting forth in reasonable detail and certifying such calculations as are necessary for the Purchaser to determine whether a Termination Event under Section 7.1(h) of this Agreement with respect to the financial performance of Ag Services shall have occurred and be continuing; (b) as soon as practicable, and in any event not later than the earlier of (i) 95 days following the end of each annual accounting period or (ii) within 10 days following the filing of a Form 10-K, if any, with the Securities and Exchange Commission audited consolidated statements of income and cash flows for Ag Services and its Subsidiaries for such year, and a consolidated balance sheet of Subsidiaries as at the end of such year, setting forth in each case corresponding figures from the preceding annual financial statements, all in reasonable detail and certified by a firm of nationally recognized independent public accountants; (c) to the extent not covered in subsections (a) and (b) above, as soon as practicable and in any event within ten (10) days after such filing, any financial reports filed by Ag Services with the Securities and Exchange Commission; (d) as soon as possible and in any event within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of each Termination Event a breach of its obligations under this Agreement or Unmatured Termination Eventany Related Document to which it is a party, the notice of such change or occurrence together with a statement of the chief financial by a responsible officer of the Seller setting forth details specifying the facts, the nature and period of existence of any such Termination Event breach, condition or Unmatured Termination Event event and the action which the Seller has taken, is taking and proposes to take with respect thereto; (eb) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any Affiliate files under ERISA with the IRS or the PBGC or the DOL or which the Seller receives from the PBGC; (f) as soon as possible and in any event within two five Business Days after an Authorized Officer of the Seller has knowledge becoming aware thereof, written notice that describes in reasonable detail of any event litigation or occurrence which, individually other court or in arbitration proceeding affecting the aggregate for all such events or occurrences, has had, or that the Seller, in its reasonable good faith judgment determines Seller which could reasonably be expected to have, have a Material Adverse Effect; (gc) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect; (d) as soon as possible available and in any event within two Business Days 45 days after an Authorized Officer the end of each fiscal quarter of the Seller, the unaudited financial statements of the Seller has knowledge and, as soon as available but in any event within 90 days after the end of the fiscal year of the Seller, the unaudited financial statements of the Seller; (e) as soon as available and in any event within 90 days after the end of the fiscal year of the Performance Guarantor, the audited consolidated balance sheet of the Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and of cash flows for such year; reported on by KPMG LLP or other independent certified public accountants of nationally recognized standing; (f) promptly after the sending or filing thereof, written copies of all reports which the Seller sent to any holders of securities which it has offered to the public; (g) forthwith after the occurrence of each Trigger Event and each event or the existence of any fact which, with the giving of notice or lapse of (i) any litigationtime or both, investigation may constitute a Trigger Event, a statement of a senior financial officer or proceeding accounting officer of the type described in Section 4.1(f) not previously disclosed Seller setting forth details as to such Trigger Event or fact or event and the Purchaser action which the Seller has taken and (ii) any material adverse development that has occurred is proposing to take with respect to any such previously disclosed litigation, investigation or proceedingthereto; (h) as soon as possible and in notice of any event within ten (10) Business Days after receipt thereof by an Authorized Officer of the Seller, notice and copies of all written claims, complaints, notices, actions, proceedings, requests for information or inquiries relating to compliance with Environmental Laws in relation material change to the Related SecurityCredit and Collection Policies or change to the standard operating practices or procedures; (i) together with the financial statements to be delivered under clauses (a) and (b) above, a certificate of the chief executive officer or chief financial officer of the Seller to the effect that no Termination Event or Unmatured Termination Event shall have occurred and be continuing or, if any such event shall have occurred and be continuing, specifying in reasonable detail the nature thereof and the action taken or proposed to be taken with respect thereto; and (j) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Acquired Pool Assets or the condition conditions or operations, financial or otherwise, of the Seller, in each case Seller as the Purchaser Trust, the Agents or the Financial Services Agent may from time to time reasonably request; and (j) promptly after any changes, the current list of Excluded Receivables.