Common use of Reporting Requirements of the Borrower Clause in Contracts

Reporting Requirements of the Borrower. The Borrower shall furnish, or cause to be furnished, to the Agent and, in the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup Servicer: (a) (i) monthly, as soon as available, and in any event, not later than the Report Date, a monthly report (each, a “Monthly Report”) in the form of Exhibit E hereto, and (ii) before 2:00 p.m. on each Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Exhibit F hereto and a current Receivable Schedule; (b) before 4:00 p.m. on the second Business Day immediately preceding each Funds Allocation Date, a Funding and Allocation Request; (c) as soon as available and in any event within one hundred and twenty (120) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the chief financial officer, chief accounting officer or such other officer of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended; (e) as soon as possible and in any event within three (3) Business Days after the Borrower or any Senior Officer of the Servicer obtains knowledge of the occurrence of a Potential Event of Default or an Event of Default, notice thereof together with a statement of a Senior Officer of the Borrower setting forth complete details of such Potential Event of Default or Event of Default and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (f) promptly notify the Agent in writing of any litigation, legal proceeding or dispute, whether or not in the ordinary course of business, (x) affecting the Borrower or (y) adversely affecting the Parent which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more in the aggregate, in each case, whether or not fully covered by insurance, and regardless of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, and, in either case, which does not, and could not be reasonably expected to, adversely affect such Person); (g) promptly supply such other information, documents, records or reports respecting the Eligible Receivables or the condition (financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, as the Agent may, from time to time, reasonably request; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) all financial statements delivered to the Borrower pursuant to the PSAs, and (ii) all other reports and other written information not specified above which are required to be delivered to the Borrower pursuant to the terms of the PSAs; and (i) periodically, but no less frequently than on each anniversary of the Original Effective Date, provide a certification to the Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any Receivable (any such certification, a “Perfection Action Certification”).

Reporting Requirements of the Borrower. The Borrower shall furnish, or cause to be furnished, to the Agent and, in the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup ServicerLender: (a) (i) monthlyno less frequently than on the tenth Business Day of each month, commencing with the Closing Date, a Collateral Value Certificate; and (ii) upon request of the Lender, a monthly trial balance showing Receivables outstanding aged from their respective Billing Dates as follows: (A) O to 30 days, (B) 31 to 60 days, (C) 61 to 90 days, and (D) 91 days or more, in each case in both summary format by Obligor and in detail, and in each case accompanied by such supporting detail and documentation as shall be requested by the Lender in its sole discretion; (b) as soon as available, a copy of the annual report for such year for the Borrower and in any event, not later than the Report Date, a monthly report (each, a “Monthly Report”) in the form of Exhibit E hereto, and (ii) before 2:00 p.m. on each Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Exhibit F hereto and a current Receivable Schedule; (b) before 4:00 p.m. on the second Business Day immediately preceding each Funds Allocation Date, a Funding and Allocation Requestits consolidated Subsidiaries containing audited financial statements for such fiscal year; (c) beginning with the second quarter of 1997, as soon as available and in any event within one hundred and twenty (120) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three quarters of each fiscal year of the ParentBorrower, a copy of its consolidated financial statements (including and consolidating schedules with respect to the Borrower), certified by the chief financial officer, chief accounting officer or such other officer balance sheet of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent Borrower and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended;Subsidiaries (ed) as soon as possible and in any event within three (3) Business Days five days after the Borrower or any Senior Officer of the Servicer obtains knowledge of the occurrence of a Potential Event of Default or an Event of Default, notice thereof together with a the statement of a Senior Officer the chief executive officer of the Borrower setting forth complete details of such Potential Event of Default or Event of Default and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (e) within 15 Business Days of receipt, a copy of the letter of the independent public accountants to Borrower's management with respect to their annual audit of the Borrower and management's response thereto; (f) promptly notify promptly, and in any event within 30 days after the Agent in writing end of any litigationeach fiscal month, legal proceeding or dispute, whether or not a summary financial report of the financial condition and operating results on a monthly and year-to-date basis of the Borrower and its consolidated Subsidiaries in the ordinary course form of businessa balance sheet, (x) affecting the Borrower or (y) adversely affecting the Parent which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more in the aggregate, in each case, whether or not fully covered by insurancestatements of income and retained earnings, and regardless statements of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, cash flow; and, in either case, which does not, and could not be reasonably expected to, adversely affect such Person); (g) promptly supply promptly, from time to time, such other information, documents, records or reports respecting the Eligible Receivables Transferred Receivables, the Contracts, the Collateral or the condition (or operations, financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, its Subsidiaries as the Agent Lender may, from time to time, reasonably request; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) all financial statements delivered to the Borrower pursuant to the PSAs, and (ii) all other reports and other written information not specified above which are required to be delivered to the Borrower pursuant to the terms of the PSAs; and (i) periodically, but no less frequently than on each anniversary of the Original Effective Date, provide a certification to the Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any Receivable (any such certification, a “Perfection Action Certification”).

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

Reporting Requirements of the Borrower. The Borrower -------------------------------------- shall furnish, or cause to be furnished, to the Deal Agent and, in and the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup ServicerCollateral Agent: (a) (i) before 5:00 p.m. Eastern time on the date of each Requested Advance, a Borrowing Base Certificate; and (ii) monthly, as soon as available, and in any event, not later than the Report Date, a monthly report (each, a “Monthly Report”) Report in the form of Exhibit E hereto, and (ii) before 2:00 p.m. on each Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Exhibit F hereto and a current Receivable ScheduleG; (b) before 4:00 p.m. on as soon as available and in any event within 90 days (or the second next succeeding Business Day immediately preceding if the last day of such period is not a Business Day) after the end of each Funds Allocation Datefiscal year, a Funding copy of the annual 10-K report and Allocation Requestaudited consolidated financial statements for such year for the Parent and its consolidated Subsidiaries, certified, in a manner acceptable to the Deal Agent and the Collateral Agent, by independent public accountants acceptable to the Deal Agent and the Collateral Agent and each other report or statement sent to shareholders or publicly filed by the Parent or the Borrower; (c) as soon as available and in any event within one hundred and twenty 45 days (120or next succeeding Business Day if the last day of such period is not a Business Day) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, a copy consolidated balance sheet of the Parent and its consolidated financial Subsidiaries as of the end of such quarter and including the prior comparable period, and consolidated statements (including consolidating schedules of income and retained earnings, and of cash flow, of the Parent and its consolidated Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with respect to the Borrower)end of such quarter, certified by the chief financial officer, officer or chief accounting officer or such other officer of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section paragraph (c) and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended, subject to year- end adjustments consisting only of normal, recurring accruals and confirming that the Parent is in compliance with all financial covenants in this Agreement; (ed) as soon as possible and in any event within three (3) Business Days five days after the Borrower or any Senior Officer of the Servicer obtains knowledge of the occurrence of a Termination Event (including without limitation a material adverse change in the financial condition of the Borrower as determined by the Deal Agent and notified in writing to the Borrower) or a Potential Event of Default or an Event of DefaultTermination Event, notice thereof together with a the statement of a Senior Officer the chief executive officer of the Borrower setting forth complete details of such Termination Event or Potential Termination Event of Default or Event of Default and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (fe) promptly notify as soon as available and in any event within 90 days after the end of each fiscal year, a letter from a firm of independent public accountants acceptable to the Deal Agent (and upon which the Deal Agent and the Collateral Agent may rely) to the effect that such firm has examined the Monthly Reports and issued its report therefor and that such examination (1) was made in writing accordance with generally accepted auditing standards, and accordingly included such tests of any litigation, legal proceeding or dispute, whether or not the accounting records and such other auditing procedures as such firm consisted necessary in the ordinary course circumstances; (2) included tests relating to auto loans serviced for others in accordance with the requirements of businessthe Uniform Single Audit Program for Mortgage Bankers (the "Program"), (x) affecting to the Borrower or (y) adversely affecting extent ------- the Parent which, individually or procedures in the aggregate, could reasonably be expected Program are applicable to have a material adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more servicing obligations set forth in the aggregate, in each case, whether or not fully covered by insurance, and regardless this Agreement; (3) included an examination of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding delinquency and loss statistics relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, and, in either case, which does not, Borrower's portfolio of automobile and could not be reasonably expected to, adversely affect such Person); (g) promptly supply such other information, documents, records or reports respecting the Eligible Receivables or the condition (financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, as the Agent may, from time to time, reasonably request; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) all financial statements delivered to the Borrower pursuant to the PSAs, and (ii) all other reports and other written information not specified above which are required to be delivered to the Borrower pursuant to the terms of the PSAslight truck installment sales contracts; and (i) periodically, but no less frequently than on each anniversary of the Original Effective Date, provide a certification to the Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any Receivable (any such certification, a “Perfection Action Certification”).

Reporting Requirements of the Borrower. The Borrower shall furnish, or cause to be furnished, to the Agent and, in the case of the Monthly Report after the occurrence of a Potential Event of Default, the Backup Servicer: (a) (i) monthly, as soon as available, and in any event, not later than the Report Date, a monthly report (each, a “Monthly Report”) in the form of Exhibit E F hereto, and (ii) before 2:00 p.m. on each Business Day, a daily Borrowing Base report (each, a “Daily Borrowing Base Report”) in the form of Exhibit F G hereto and a current Receivable Schedule; (b) before 4:00 p.m. on the second Business Day immediately preceding each Funds Allocation Date, a Funding and Allocation Request;, (c) as soon as available and in any event within one hundred and twenty (120) days after the end of each applicable fiscal year a copy of the audited consolidated financial statements for such year for the Parent (including consolidating schedules for the Borrower) and its consolidated Subsidiaries by independent public accountants reasonably acceptable to the Agent; (d) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Parent, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the chief financial officer, chief accounting officer or such other officer of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended; (e) as soon as possible and in any event within three (3) Business Days after the Borrower or any Senior Officer of the Servicer obtains knowledge of the occurrence of a Potential Event of Default or an Event of Default, notice thereof together with a statement of a Senior Officer of the Borrower setting forth complete details of such Potential Event of Default or Event of Default and the action which the Borrower has taken, is taking and proposes to take with respect thereto; (f) promptly notify the Agent in writing of any litigation, legal proceeding or dispute, whether or not in the ordinary course of business, (x) affecting the Borrower or (y) adversely affecting the Parent which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Parent or involving $1,000,000 or more individually or $2,500,000 or more in the aggregate, in each case, whether or not fully covered by insurance, and regardless of the subject matter thereof (in each case, other than any routine litigation in which (x) such Person is named as a lender or a lienholder in any proceeding relating to the applicable Related Security or (y) such Person is participating as a creditor in any bankruptcy proceeding, and, in either case, which does not, and could not be reasonably expected to, adversely affect such Person); (g) promptly supply such other information, documents, records or reports respecting the Eligible Receivables or the condition (financial or otherwise), business, operations or properties of the Servicer, the Borrower or the Parent or any of their respective Subsidiaries, as the Agent may, from time to time, reasonably request; (h) to the extent not already delivered pursuant to the terms of this Agreement, promptly upon receipt thereof, copies of (i) all financial statements delivered to the Borrower pursuant to the PSAsPSA, and (ii) all other reports and other written information not specified above which are required to be delivered to the Borrower pursuant to the terms of the PSAsPSA; and (i) periodically, but no less frequently than on each anniversary of the Original Effective Closing Date, provide a certification to the Agent that the Perfection Actions are sufficient to establish and maintain Perfection with respect to any Receivable (any such certification, a “Perfection Action Certification”).