Reports to the Administrative Agent Account Statements Servicing Information. (a) The Borrower shall deliver to the Administrative Agent, (i) on the Facility Termination Date (other than the Facility Maturity Date), a report identifying the Pledged Receivables (and any information with respect thereto or otherwise with respect to the Borrower or the Seller reasonably requested by the Administrative Agent) as of the day immediately preceding the Facility Termination Date, and (ii) upon either Administrative Agent’s reasonable request and upon reasonable notice on any other Business Day, a report identifying the Pledged Receivables and containing the information normally included in a Borrowing Base Certificate (and any information with respect thereto or otherwise with respect to the Borrower or the Seller reasonably requested by the Administrative Agent) as of such day. (b) At least three (3) Business Days prior to each Remittance Date, the Servicer shall prepare and deliver, or have delivered to the Administrative Agent and the Lenders, a draft of the Monthly Servicing Report expected to be delivered in accordance with the following sentence. No later than the Monthly Servicing Report Date occurring immediately prior to each Remittance Date, the Servicer shall prepare and deliver, or have delivered to the Administrative Agent, the Lenders, the Collateral Agent, and the Account Bank, with a copy to Borrower, a Monthly Servicing Report. The Servicer shall also provide to the Administrative Agent, the Lenders all information which was necessary for preparation of such Monthly Servicing Report and all other information relating to all Pledged Receivables reasonably requested by any Successor Servicer in order to fulfill its duties as Successor Servicer, if so appointed (including a Computer Tape or Listing or a diskette or any other electronic transmission in a format acceptable to the Administrative Agent or such Success Servicer). (c) By no later than 3:00 p.m. (New York City time) on the Monthly Servicing Report Date and on the date two (2) Business Days preceding a Borrowing, the Borrower shall also prepare and deliver to the Administrative Agent a Borrowing Base Certificate containing information accurate as of the date of delivery of such Borrowing Base Certificate. (d) The Borrower shall deliver to the Administrative Agent (to the extent not otherwise previously delivered to the Administrative Agent) all reports it receives pursuant to the Sale and Contribution Agreement within one (1) Business Day after the receipt thereof. (e) Each of the Borrower or the Servicer, without duplication, agree that: (i) Without the prior written consent of the Administrative Agent, neither the Borrower nor the Servicer shall change (A) the name, account number, or similar information pertaining to the Collection Account, or (B) any other documents, agreement or arrangement concerning any of the above-mentioned accounts. (ii) As soon as reasonably practicable, from time to time, each of the Borrower and the Servicer, without duplication, shall, to the extent not prohibited by confidentiality restrictions or law, regulation or any stock exchange rule, provide such other information, documents, records or reports respecting the Merchant Contracts or the conditions or operations, financial or otherwise, as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or the Lenders under or as contemplated by this Agreement. (f) Promptly upon an authorized officer of a Credit Party becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, such Credit Party shall deliver to the Administrative Agent, the Collateral Agent and the Account Bank a written notice specifying the nature thereof, what action PEPI, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto. (g) [Reserved]. (h) On or before August 31st of each year, beginning on August 31, 2022, the Borrower, at the Borrower’s expense (not to exceed $10,000 per calendar year), shall use commercially reasonable efforts to cause the Verification Agent to provide to the Servicer, the Administrative Agent and the Lenders with an annual report representing a due diligence review of Payoneer, PEPI and the Borrower in accordance with the Verification Agent Agreement. (i) Each of PEPI and the Borrower shall, upon the request of the Administrative Agent, participate in a meeting of the Administrative Agent and the Lenders once during each fiscal quarter of the Borrower to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by PEPI, the Borrower, the Administrative Agent and the Lenders) at such time as may be agreed to by PEPI, the Borrower, the Administrative Agent and the Lenders.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Payoneer Global Inc.)
Reports to the Administrative Agent Account Statements Servicing Information. (a) The Borrower shall will deliver to the Administrative Agent, (i) on the Facility Termination Date (other than the Facility Maturity Rapid Amortization Commencement Date), a report identifying the Pledged Receivables (and any information with respect thereto or otherwise with respect to the Borrower or the Seller reasonably requested by the Administrative AgentAgent or the Required Lenders) as of on the day immediately preceding the Facility Termination Rapid Amortization Commencement Date, and (ii) upon either the Administrative Agent’s reasonable request (at the direction of the Required Lenders) and upon reasonable notice notice, on any other Business Day, a report identifying the Pledged Receivables and containing the information normally included in a Borrowing Base Certificate (and any information with respect thereto or otherwise with respect to the Borrower or the Seller thereto, reasonably requested by the Administrative AgentAgent or the Required Lenders) as of such day.
(b) At least three (3) Business Days [***] prior to each Remittance Date, the Servicer shall prepare Payment Date (and deliver, or have delivered to the Administrative Agent and the Lenders, a draft of the Monthly Servicing Report expected to be delivered in accordance with the following sentence. No later than the Monthly Servicing Report Date occurring immediately prior to each Remittance Date, the Servicer shall prepare and deliver, or have delivered to the Administrative Agent, the Lenders, the Collateral Agent, and the Account Bank, with a copy to Borrower, a Monthly Servicing Report. The Servicer shall also provide to the Administrative Agent, the Lenders all information which was necessary for preparation of such Monthly Servicing Report and all other information relating to all Pledged Receivables reasonably requested any event by any Successor Servicer in order to fulfill its duties as Successor Servicer, if so appointed (including a Computer Tape or Listing or a diskette or any other electronic transmission in a format acceptable to the Administrative Agent or such Success Servicer).
(c) By no later than 3:00 p.m. 12:00 P.M. (New York City time) on the Monthly Servicing Report Date and on the date two (2) Business Days preceding a Borrowing[***] prior to such Payment Date), the Borrower shall also cause the Servicer to prepare and deliver to the Administrative Agent, the Lenders and the Back-Up Servicer in an electronic format mutually acceptable to the Servicer, the Administrative Agent, the Lenders and the Back-Up Servicer, the Monthly Remittance Report and all other information reasonably requested by the Administrative Agent a Borrowing Base Certificate containing information accurate as (at the direction of the date Required Lenders) relating to all Pledged Receivables (and the Borrower shall cause the Servicer to provide any LEGAL02/42958175v30 a assistance with respect to such information and the electronic format in which it is delivered as may be reasonably requested by the Administrative Agent or any Lender). If any Monthly Remittance Report indicates the existence of delivery of a failure to satisfy the Initial OC Test, the Borrower shall cure such Borrowing Base Certificatefailure to satisfy the Initial OC Test in the manner specified in Section 2.19.
(dc) The Borrower shall deliver to the Administrative Agent (to the extent not otherwise previously delivered to the Administrative Agent) all reports reports, notices and other written communications it receives pursuant to the Sale Transfer Agreement and Contribution Agreement each other Transaction Document within one (1) Business Day after [***] of the receipt thereof.
(e) Each of the Borrower or the Servicer, without duplication, agree that:
(i) Without the prior written consent of the Administrative Agent, neither the Borrower nor the Servicer shall change (A) the name, account number, or similar information pertaining to the Collection Account, or (B) any other documents, agreement or arrangement concerning any of the above-mentioned accounts.
(ii) As soon as reasonably practicable, from time to time, each of the Borrower and the Servicer, without duplication, shall, to the extent not prohibited by confidentiality restrictions or law, regulation or any stock exchange rule, provide such other information, documents, records or reports respecting the Merchant Contracts or the conditions or operations, financial or otherwise, as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or the Lenders under or as contemplated by this Agreement.
(f) Promptly upon an authorized officer of a Credit Party becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, such Credit Party shall deliver to the Administrative Agent, the Collateral Agent and the Account Bank a written notice specifying the nature thereof, what action PEPI, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto.
(g) [Reserved].
(h) On or before August 31st of each year, beginning on August 31, 2022, the Borrower, at the Borrower’s expense (not to exceed $10,000 per calendar year), shall use commercially reasonable efforts to cause the Verification Agent to provide to the Servicer, the Administrative Agent and the Lenders with an annual report representing a due diligence review of Payoneer, PEPI and the Borrower in accordance with the Verification Agent Agreement.
(i) Each of PEPI and the Borrower shall, upon the request of the Administrative Agent, participate in a meeting of the Administrative Agent and the Lenders once during each fiscal quarter of the Borrower to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by PEPI, the Borrower, the Administrative Agent and the Lenders) at such time as may be agreed to by PEPI, the Borrower, the Administrative Agent and the Lenders.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Oportun Financial Corp)