Common use of Reporting Requirements of the Servicer Clause in Contracts

Reporting Requirements of the Servicer. From the Effective Date until the Final Collection Date, the Servicer will, unless the Administrative Agent and the Majority Facility Agents shall otherwise consent in writing, furnish to the Administrative Agent and each Facility Agent: (a) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer or the Borrower obtains knowledge of the occurrence of each Advance Suspension Event, Event of Termination or Potential Event of Termination (if such Advance Suspension Event or Potential Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Advance Suspension Event, Event of Termination or Potential Event of Termination; (b) promptly and in any event within five (5) Business Days after obtaining knowledge of the occurrence or existence of any ERISA Event which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, notice of such ERISA Event setting forth the details of such ERISA Event and the action that it proposes to take with respect thereto; (c) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer obtains knowledge of the occurrence a Servicer Default or Potential Servicer Default (if such Potential Servicer Default is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Servicer Default or Potential Servicer Default and the action which the Servicer proposes to take with respect thereto; (d) promptly and in no event more than two (2) Business Days after any Responsible Officer of the Servicer obtains knowledge of (i) any matter or the occurrence of any event concerning any Transaction Party which would reasonably be expected to have a Material Adverse Effect, (ii) litigation or proceeding that may exist at any time between one or more Transaction Parties and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) litigation or proceedings adversely affecting one or more Transaction Parties in which the amount involved could reasonably be expected to have a material adverse effect on such Person(s) or in which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Person(s) or (iv) litigation or proceeding relating to any Facility Document, notice thereof; (e) promptly, notice in writing of (A) any Adverse Claim upon the Pool Receivables or Collections with respect thereto, (B) any Person other than the Borrower, the Servicer or the Administrative Agent obtaining any rights or directing any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Borrower, the Servicer or the Administrative Agent in accordance with this Agreement; (f) as soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Pool Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Administrative Agent or any Facility Agent may from time to time reasonably request; and (g) on or before each Monthly Reporting Date, a Monthly Report. Provided, that, any failure by the Servicer to comply with any of the foregoing shall not be deemed a breach of any such covenant or this Agreement if such failure has been remedied on or before (i) thirty (30) days after any Secured Party gives notice thereof to the Servicer or the Servicer otherwise obtains knowledge thereof or (ii) two Business Days, if such term, covenant or agreement relates to the delivery of the Monthly Report; provided, further, that any breach of any term, covenant or agreement with respect to any Pool Receivable that would not cause any material liability or potential material liability for the Borrower, the Administrative Agent or any other Secured Party and that, with the removal of such Pool Receivable from the calculation of Net Receivables Balance, does not cause a Borrowing Base Default shall not be deemed to have been breached.

Reporting Requirements of the Servicer. From the Effective Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will, unless the Administrative Program Agent and the Majority Facility Managing Agents shall otherwise consent in writing, furnish to the Administrative Program Agent and each Facility Agentthe Managing Agents: (ai) as As soon as reasonably practicable and in any event within three two (32) Business Days after any a Responsible Officer of the Servicer or the Borrower obtains has knowledge of the occurrence of each Advance Suspension Event, Event of Termination or Potential Incipient Event of Termination, a notice setting forth details of such Event of Termination or event. (if such Advance Suspension Event ii) As soon as reasonably practicable and in any event within two (2) Business Days after a Responsible Officer of the Servicer has knowledge of the occurrence of each event described in the definition of "Servicer Default" or Potential Event each event which, with the giving of Termination is continuing on the date notice or lapse of such notice)time or both, would constitute a Servicer Default, the statement of a Responsible Officer of the Servicer setting forth the details of such Advance Suspension Event, Event of Termination or Potential Event of Termination; (b) promptly and in any event within five (5) Business Days after obtaining knowledge of the occurrence or existence of any ERISA Event which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, notice of such ERISA Event setting forth the details of such ERISA Event and the action that it proposes to take with respect thereto; (c) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer obtains knowledge of the occurrence a Servicer Default or Potential Servicer Default (if such Potential Servicer Default is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Servicer Default or Potential Servicer Default event and the action which the Servicer proposes to take with respect thereto;. (d) promptly and in no event more than two (2) Business Days after any Responsible Officer of the Servicer obtains knowledge of (i) any matter or the occurrence of any event concerning any Transaction Party which would reasonably be expected to have a Material Adverse Effect, (ii) litigation or proceeding that may exist at any time between one or more Transaction Parties and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) litigation or proceedings adversely affecting As soon as reasonably practicable and in any event within one or more Transaction Parties in which (1) Business Day after the amount involved could reasonably be expected to have commencement of each Ratings Downgrade Period, a material adverse effect on notice setting forth details of the commencement of such Person(s) or in which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Person(s) or Ratings Downgrade Period. (iv) litigation or proceeding relating to any Facility Document, notice thereof; (e) promptly, notice in writing of (A) any Adverse Claim upon the Pool Receivables or Collections with respect thereto, (B) any Person other than the Borrower, the Servicer or the Administrative Agent obtaining any rights or directing any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Borrower, the Servicer or the Administrative Agent in accordance with this Agreement; (f) as As soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Pool Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Administrative Program Agent or any Facility Managing Agent may from time to time reasonably request; andrequest in order to protect the interests of the Program Agent, any Managing Agent, any Purchaser or any Liquidity Provider under or as contemplated by this Agreement. (gv) Prior to the Closing Date and on or before each Monthly Reporting Date, an Investor Report and a Monthly Report. Providedreport identifying each Excluded Receivable. (vi) On each Weekly Reporting Date during a Level 2 Ratings Downgrade Period, thator during any Voluntary Liquxxxxxxx Xxxxxx, any failure by x Xxxxxx Report and a report identifying each Excluded Receivable. (vii) If the Servicer Program Agent shall have required the Payment Date to comply occur more frequently than monthly (or weekly) in accordance with any the definition of the foregoing shall not be deemed term "Payment Date," on each Payment Date, a breach of any such covenant or this Agreement if such failure has been remedied on or before (i) thirty (30) days after any Secured Party gives notice thereof to the Servicer or the Servicer otherwise obtains knowledge thereof or (ii) two Business Days, if such term, covenant or agreement relates to the delivery calculation of the Monthly Report; provided, further, that any breach of any term, covenant or agreement with respect to any Net Receivables Pool Receivable that would not cause any material liability or potential material liability for Balance and the Borrower, the Administrative Agent or any other Secured Party and that, with the removal Required Receivables Balance (which report of such Pool Receivable from the calculation of Net Receivables Balance, does not cause a Borrowing Base Default calculations shall not be deemed to have been breachedbe an Investor Report for all purposes under this Agreement).

Reporting Requirements of the Servicer. From the Effective Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will, unless the Administrative Agent and the Majority Facility Managing Agents shall otherwise consent in writing, furnish to the Administrative Agent and each Facility Agentthe Managing Agents: (ai) as As soon as reasonably practicable and in any event within three two (32) Business Days after any a Responsible Officer of the Servicer or the Borrower obtains has actual knowledge of the occurrence of each Advance Suspension Event, Event of Termination or Potential each event which, with the giving of notice or lapse of time (for tolling of grace periods) or both, would constitute an Event of Termination, a notice setting forth details of such Event of Termination or event. (if ii) As soon as reasonably practicable and in any event within two (2) Business Days after the occurrence of each event described in the definition of “Servicer Termination Event” or each event which, with the giving of notice or lapse of time (for tolling of grace periods) or both, would constitute such Advance Suspension a Servicer Termination Event, the statement of a Responsible Officer of the Servicer setting forth details of such Servicer Termination Event or Potential Event of Termination is continuing on the date of event and within five (5) Business Days after such notice)occurrence, the statement of a Responsible Officer of the Servicer setting forth the details of such Advance Suspension Event, Event of Termination or Potential Event of Termination; (b) promptly and in any event within five (5) Business Days after obtaining knowledge of the occurrence or existence of any ERISA Event which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, notice of such ERISA Event setting forth the details of such ERISA Event and the action that it proposes to take with respect thereto; (c) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer obtains knowledge of the occurrence a Servicer Default or Potential Servicer Default (if such Potential Servicer Default is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Servicer Default or Potential Servicer Default and the action which the Servicer proposes to take with respect thereto;. (diii) promptly As soon as reasonably practicable and in no any event more than within two (2) Business Days after any Responsible Officer of the Servicer obtains knowledge of (i) any matter or the occurrence of any event concerning any Transaction Party which would reasonably be expected to have each Ratings Downgrade Event, a Material Adverse Effect, (ii) litigation or proceeding that may exist at any time between one or more Transaction Parties and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) litigation or proceedings adversely affecting one or more Transaction Parties in which the amount involved could reasonably be expected to have a material adverse effect on notice setting forth details of such Person(s) or in which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Person(s) or Ratings Downgrade Event. (iv) litigation or proceeding relating to any Facility Document, notice thereof; (e) promptly, notice in writing of (A) any Adverse Claim upon the Pool Receivables or Collections with respect thereto, (B) any Person other than the Borrower, the Servicer or the Administrative Agent obtaining any rights or directing any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Borrower, the Servicer or the Administrative Agent in accordance with this Agreement; (f) as As soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Pool Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Administrative Agent or any Facility Agent may from time to time reasonably request; andrequest in order to protect the interests of the Agent, any Purchaser or any Liquidity Provider under or as contemplated by this Agreement. (gv) on or before (A) On each Monthly Reporting Date, a Monthly an Investor Report. Provided, thatand (B) in addition, any failure by if the Servicer Agent shall have required the Payment Date to comply be more frequent than monthly in accordance with any the definition of the foregoing shall not be deemed term “Payment Date,” on the second Business Day prior to each Payment Date, a breach of any such covenant or this Agreement if such failure has been remedied on or before (i) thirty (30) days after any Secured Party gives notice thereof to the Servicer or the Servicer otherwise obtains knowledge thereof or (ii) two Business Days, if such term, covenant or agreement relates to the delivery calculation of the Monthly Report; provided, further, that any breach of any term, covenant or agreement with respect to any Net Receivables Pool Receivable that would not cause any material liability or potential material liability for Balance and the Borrower, the Administrative Agent or any other Secured Party and that, with the removal Required Receivables Balance (which report of such Pool Receivable from the calculation of Net Receivables Balance, does not cause a Borrowing Base Default calculations shall not be deemed to have been breachedbe an Investor Report for all purposes under this Agreement). (vi) On or prior to the 18th day of the first month in each fiscal quarter, a schedule of all Affiliate Obligors with Receivables having Outstanding Balances as of the last day of the most recently ended Monthly Period.

Reporting Requirements of the Servicer. From the Effective Date until the Final Collection Date, the Servicer will, unless the Administrative Program Agent and the Majority Facility Managing Agents shall otherwise consent in writing, furnish to the Administrative Program Agent and each Facility Managing Agent: (a) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer or the Borrower obtains knowledge of the occurrence of each Advance Suspension Event, Event of Termination or Potential Incipient Event of Termination (if such Advance Suspension Event or Potential Incipient Event of Termination is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Advance Suspension Event, Event of Termination or Potential Incipient Event of Termination; (b) promptly as soon as reasonably practicable and in any event within five three (53) Business Days after obtaining any Responsible Officer of the Servicer obtains knowledge of the occurrence of each event described in the definition of "Servicer Default" or existence of any ERISA Event each event which, either individually with the giving of notice or in lapse of time or both, would constitute a Servicer Default (if such event is continuing on the aggregate, could reasonably be expected to have a Material Adverse Effect, notice date of such ERISA Event notice), the statement of a Responsible Officer of the Servicer setting forth the details of such ERISA Event Servicer Default or event and the action that it which the Servicer proposes to take with respect thereto; (c) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer obtains knowledge of any reduction of the occurrence a Servicer Default or Potential Servicer Default (if such Potential Servicer Default is continuing on Maximum Permitted Amount below the date of such notice)Facility Limit, the statement of a Responsible Officer of the Servicer setting forth the details of such Servicer Default or Potential Servicer Default and the action which the Servicer proposes to take with respect theretoMaximum Permitted Amount; (d) promptly and in no event more than two (2) Business Days after any Responsible Officer of the Servicer obtains knowledge of (i) any matter or the occurrence of any event concerning any Transaction Party which would reasonably be expected to have a Material Adverse Effect, (ii) litigation or proceeding that may exist at any time between one or more Transaction Parties and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) litigation or proceedings adversely affecting one or more Transaction Parties in which the amount involved could reasonably be expected to have a material adverse effect on such Person(s) or in which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Person(s) or (iv) litigation or proceeding relating to any Facility Document, notice thereof; (e) promptly, notice in writing of (A) any Adverse Claim upon the Pool Receivables or Collections with respect thereto, (B) any Person other than the Borrower, the Servicer or the Administrative Agent obtaining any rights or directing any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Borrower, the Servicer or the Administrative Agent in accordance with this Agreement; (f) as soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Pool Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Administrative Program Agent or any Facility Managing Agent may from time to time reasonably request; and; (ge) on or before each Monthly Reporting Date, a Monthly Report. Provided; and (f) on each Weekly Reporting Date during any period during which the Originator's Debt Rating is less than BBB- by S&P, thator less than Baa3 by Xxxxx'x, any failure by the Servicer to comply with any of the foregoing shall not be deemed a breach of any or either such covenant or this Agreement if such failure Debt Rating has been remedied on or before (i) thirty (30) days after any Secured Party gives notice thereof to the Servicer or the Servicer otherwise obtains knowledge thereof or (ii) two Business Dayswithdrawn, if such term, covenant or agreement relates to the delivery of the Monthly a Weekly Report; provided, further, that any breach of any term, covenant or agreement with respect to any Pool Receivable that would not cause any material liability or potential material liability for the Borrower, the Administrative Agent or any other Secured Party and that, with the removal of such Pool Receivable from the calculation of Net Receivables Balance, does not cause a Borrowing Base Default shall not be deemed to have been breached.

Reporting Requirements of the Servicer. From the Effective Initial Purchase Date until the later of the Termination Date and the Final Collection Date, the Servicer will, unless the Administrative Program Agent and the Majority Facility Managing Agents shall otherwise consent in writing, furnish to the Administrative Program Agent and each Facility Agentthe Managing Agents: (ai) as As soon as reasonably practicable and in any event within three two (32) Business Days after any a Responsible Officer of the Servicer or the Borrower obtains has knowledge of the occurrence of each Advance Suspension Event, Event of Termination or Potential Incipient Event of Termination, a notice setting forth details of such Event of Termination or event. (if such Advance Suspension Event ii) As soon as reasonably practicable and in any event within two (2) Business Days after a Responsible Officer of the Servicer has knowledge of the occurrence of each event described in the definition of "Servicer Default" or Potential Event each event which, with the giving of Termination is continuing on the date notice or lapse of such notice)time or both, would constitute a Servicer Default, the statement of a Responsible Officer of the Servicer setting forth the details of such Advance Suspension Event, Event of Termination or Potential Event of Termination; (b) promptly and in any event within five (5) Business Days after obtaining knowledge of the occurrence or existence of any ERISA Event which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, notice of such ERISA Event setting forth the details of such ERISA Event and the action that it proposes to take with respect thereto; (c) as soon as reasonably practicable and in any event within three (3) Business Days after any Responsible Officer of the Servicer obtains knowledge of the occurrence a Servicer Default or Potential Servicer Default (if such Potential Servicer Default is continuing on the date of such notice), the statement of a Responsible Officer of the Servicer setting forth the details of such Servicer Default or Potential Servicer Default event and the action which the Servicer proposes to take with respect thereto;. (d) promptly and in no event more than two (2) Business Days after any Responsible Officer of the Servicer obtains knowledge of (i) any matter or the occurrence of any event concerning any Transaction Party which would reasonably be expected to have a Material Adverse Effect, (ii) litigation or proceeding that may exist at any time between one or more Transaction Parties and any Governmental Authority that, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect, (iii) litigation or proceedings adversely affecting As soon as reasonably practicable and in any event within one or more Transaction Parties in which (1) Business Day after the amount involved could reasonably be expected to have commencement of each Ratings Downgrade Period, a material adverse effect on notice setting forth details of the commencement of such Person(s) or in which injunctive relief is sought that could reasonably be expected to have a Material Adverse Effect on such Person(s) or Ratings Downgrade Period. (iv) litigation or proceeding relating to any Facility Document, notice thereof; (e) promptly, notice in writing of (A) any Adverse Claim upon the Pool Receivables or Collections with respect thereto, (B) any Person other than the Borrower, the Servicer or the Administrative Agent obtaining any rights or directing any action with respect to any Deposit Account, Lock-Box or Payment Processor or (C) any Obligor receiving any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Borrower, the Servicer or the Administrative Agent in accordance with this Agreement; (f) as As soon as reasonably practicable, from time to time, such other information, documents, records or reports within its possession respecting the Pool Receivables or the conditions or operations, financial or otherwise, of the Servicer as the Administrative Program Agent or any Facility Managing Agent may from time to time reasonably request; andrequest in order to protect the interests of the Program Agent, any Managing Agent, any Purchaser or any Liquidity Provider under or as contemplated by this Agreement. (gv) Prior to the Closing Date and on or before each Monthly Reporting Date, an Investor Report and a Monthly Report. Providedreport identifying each Excluded Receivable. (vi) On each Weekly Reporting Date during a Lxxxx 0 Xxxxxxx Xxxxxxxxx Period, thator during any Voluntary Liquidation Period, any failure by a Weekly Report and a report identifying each Excluded Receivable. (vii) If the Servicer Program Agent shall have required the Payment Date to comply occur more frequently than monthly (or weekly) in accordance with any the definition of the foregoing shall not be deemed term "Payment Date," on each Payment Date, a breach of any such covenant or this Agreement if such failure has been remedied on or before (i) thirty (30) days after any Secured Party gives notice thereof to the Servicer or the Servicer otherwise obtains knowledge thereof or (ii) two Business Days, if such term, covenant or agreement relates to the delivery calculation of the Monthly Report; provided, further, that any breach of any term, covenant or agreement with respect to any Net Receivables Pool Receivable that would not cause any material liability or potential material liability for Balance and the Borrower, the Administrative Agent or any other Secured Party and that, with the removal Required Receivables Balance (which report of such Pool Receivable from the calculation of Net Receivables Balance, does not cause a Borrowing Base Default calculations shall not be deemed to have been breachedbe an Investor Report for all purposes under this Agreement).