Common use of Offices and Records Clause in Contracts

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section 10.9 or, upon 60 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section 10.9 or, upon 60 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such recordsits records with respect to the Transferred Receivables, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables Collateral for the purpose of examining such records, and to discuss matters relating to the Receivables Collateral or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section 10.9 or, upon 60 days prior written notice to the ------------ Agent Custodian and the Collateral AgentInsurer, at such other location in a jurisdiction where all action required by Section 9.4(e9.4(f) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup ServicerInsurer, the Collateral Agent Backup Servicer and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup ServicerInsurer, the Collateral Agent Backup Servicer and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup ServicerInsurer, the Collateral Agent Backup Servicer or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup ServicerInsurer, the Collateral Agent Backup Servicer and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication If an Event of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event Default shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent Custodian records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower Originator shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 Schedule 1 hereto or, upon 60 at least 30 days prior written notice to the ------------ Agent MCF and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e4.02(d) shall have been taken with respect to the ------------- Borrower CollateralTransferred Receivables. The Borrower and the Servicer Originator shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records adequate Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and Upon prior notice to the Servicer Originator, except after the occurrence of any Termination Event, the Originator will permit representatives of the AgentMCF, the Backup Servicer, the Operating Agent or the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as -16- (a) The Originator shall be given prior notice of any discussions with its accountants and the opportunity to participate; provided that the Originator's failure or inability to participate shall not prevent any of MCF, the Operating Agent, the Backup Servicer, Servicer and the Collateral Agent from engaging in such discussions. After the Effective Date, if the Originator engages the services of accountants other than Deloitte & Touche, it shall deliver a letter addressed to such accountants containing the same terms and provisions as the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in Accountants' Letter. In connection with the collectionforegoing, processing in the event any of the Originator, the Operating Agent or the Collateral Agent determines that a deterioration has or is reasonably likely to occur in the quality of servicing of the Transferred Receivables for the purpose Receivables, any of examining such recordsthem, and to discuss matters relating to the Receivables individually or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewithcollectively, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor Obligor's outstanding balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer The Originator agrees to render to the AgentMCF, the Backup Servicer, the Collateral Operating Agent and the Custodian Collateral Agent, at the Originator's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event under the Purchase Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Originator shall deliver assist MCF in delivering to the Agent and the Collateral Operating Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section 10.9 or, upon 60 days prior written notice ------------ to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e) shall have been taken with respect -------------- to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such recordsits records with respect to the Transferred Receivables and Transferred ABS, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables Collateral for the purpose of examining such records, and to discuss matters relating to the Receivables Collateral or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred ReceivablesReceivables or the unpaid balance of any Transferred ABS. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep maintain its chief principal place of ------------------- business and chief executive offices office and the office where at which it keeps stores its records Records at the location specified in Section 10.9 Schedule 4.01(b) or, upon 60 days 30 days' prior written notice to each of the ------------ Lenders, the Lender Agent, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action required requested by each of the Lenders, the Lender Agent, the Operating Agent or the Collateral Agent pursuant to Section 9.4(e) 12.15 shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for at the Borrower's own cost and expense (except to the extent that such longer period as may be required expense is borne by law, from the date on which any Transferred Receivable aroseAdministrator pursuant to the Administration Agreement), maintain adequate and complete records of the records with respect to each Transferred ReceivableTrust Investments and the Borrower Collateral, including records of any and all payments received, credits granted with respect thereto and merchandise returnedall other dealings therewith. The Upon the request of either of the Lenders, the Lender Agent, the Operating Agent or the Collateral Agent, the Borrower and the Servicer will permit representatives of appropriate Service Provider shall xxxx conspicuously with a legend, in form and substance satisfactory to the Lender Agent, its books and records, computer tapes, computer disks and credit files pertaining to the Backup ServicerBorrower Collateral, the Collateral Agent and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Loan Agreement and the Custodian at any time assignment and from time Liens granted pursuant to time this Article VII. Upon the occurrence and during normal business hoursthe continuance of an Event of Default, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render shall, and shall cause the other Service Providers to, deliver and turn over such books and records to the Lender Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Lender Agent. Prior to the occurrence of an Event of Default and upon notice from the Lender Agent, the Backup ServicerBorrower and the Servicer shall, and shall cause the other Service Providers to, permit any representative of the Lender Agent, the Operating Agent or the Collateral Agent to inspect such books and the Custodian such clerical records and other assistance as may be reasonably requested with regard shall provide photocopies thereof to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request thereforLender Agent, the Borrower or the Servicer shall deliver to the Operating Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Dayas more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower Originator shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 Schedule 1 hereto or, upon 60 at least 30 days prior written notice to the ------------ Agent PSC and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e4.02(d) shall have been taken with respect to the ------------- Borrower CollateralTransferred Receivables. The Borrower and the Servicer Originator shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records adequate Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and Upon prior notice to the Servicer Originator, except after the occurrence of any Termination Event, the Originator will permit representatives of the AgentPSC, the Backup Servicer, the Operating Agent or the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the AgentPSC, the Backup Servicer, the Operating Agent or the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such recordsRecords, and (ii) to visit the properties of the Borrower or the Servicer Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such recordsRecords, and (iii) to discuss matters relating to the Transferred Receivables or the Borrower's or ServicerOriginator's performance under this Agreement or the affairs, finances and accounts of the Originator with any officer of its officers, directors, employees, representatives or employee agents and with its independent certified accountants. The Originator will advise its independent certified accountants that PSC, the Operating Agent, the Servicer and the Collateral Agent have been authorized to review and discuss with such accountants any and all financial statements and other information of any kind that they may have with respect to the Borrower Originator. The Originator shall be given prior notice of any discussions with its accountants and the opportunity to participate; provided that the Originator's failure or inability to participate shall not prevent any of PSC, the Operating Agent, the Servicer having knowledge of and the Collateral Agent from engaging in such mattersdiscussions. In connection therewithwith the foregoing, in the Agent, event any of the Backup Servicer, Operating Agent or the Collateral Agent determines that a deterioration has or is reasonably likely to occur in the Custodian quality of servicing of the Transferred Receivables, any of them, individually or collectively, may institute procedures to permit it to confirm the Obligor Obligor's outstanding balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer The Originator agrees to render to the AgentPSC, the Backup Servicer, the Collateral Operating Agent and the Custodian Collateral Agent, at the Originator's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event under the Purchase Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Originator shall deliver assist PSC in delivering to the Agent and the Collateral Operating Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower Seller shall keep maintain its chief principal ------------------- place of ------------------- business and chief executive offices office and the office where at which it keeps stores its records Records at the location respective locations specified in Section 10.9 Schedule 4.01(b) or, upon 60 days ---------------- 30 days' prior written notice to the ------------ Purchaser, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action required requested by the Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 9.4(e) 14.15 shall have been taken with respect to the ------------- Borrower Seller Collateral. ------------- The Borrower Seller shall also maintain each location where Seller Collateral is located and each office at which it stores its Records only at the respective locations specified in Schedule 4.01(b) or at such other substituted or additional ---------------- locations with respect to which the Seller shall, not later than 30 days after establishing such location, (x) have notified the Purchaser, the Operating Agent and the Collateral Agent thereof, and (y) have taken all action necessary or otherwise requested by the Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 12.15 with respect to the Seller Collateral. Each of ------------- the Seller and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable aroseat its own cost and expense, maintain adequate and complete records of the records with respect to each Transferred ReceivableReceivables and the Seller Collateral, including records of any and all payments received, credits granted and merchandise returnedreturned with respect thereto and all other dealings therewith. The Borrower Each of the Seller and the Servicer will permit representatives of shall xxxx conspicuously with a legend, in form and substance satisfactory to the Collateral Agent, its books and records, computer tapes, computer disks and credit files pertaining to the Backup ServicerSeller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIII. Upon the occurrence and during ------------ the continuance of a Termination Event, the Collateral Agent Seller and the Custodian at any time Servicer shall deliver and from time turn over such books and records to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of its representatives at any Transferred Receivables. Each time on demand of the Borrower Collateral Agent. Prior to the occurrence of a Termination Event and upon notice from the Collateral Agent, the Seller and the Servicer agrees to render to shall permit any representative of the Agent, the Backup Servicer, Operating Agent or the Collateral Agent to inspect such books and the Custodian such clerical records and other assistance as may be reasonably requested with regard shall provide photocopies thereof to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Operating Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.as more specifically set forth in Section 8.06(b). ---------------

Offices and Records. The Borrower Seller shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 Schedule 5 or, upon 60 at least 30 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e8.06(f) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower Seller and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower Seller and the Servicer will permit representatives of the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower Seller or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Receivables or the BorrowerSeller's or Servicer's performance under this Agreement with any officer or employee of the Borrower Seller or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, Operating Agent or the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower Seller and the Servicer agrees to render to the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower Seller or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 Schedule 1 or, upon 60 thirty (30) days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e8.06(f) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, Deal Agent and the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, Deal Agent and the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the !he Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, Deal Agent or the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, Deal Agent and the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event shall have occurred Occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section SECTION 10.9 or, upon 60 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section SECTION 9.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, Servicer and the Collateral Agent (and following the Custodian occurrence of a Facility Termination Event, the Investors) at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian Investors shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Pledged Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, Servicer or the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Pledged Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, Servicer and the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent and the Collateral Agent Backup Servicer records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records at the location specified in Section SECTION 10.9 or, upon 60 days prior written notice to the ------------ Collateral Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section SECTION 9.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep not change its chief name, identity, corporate structure or jurisdiction of organization in any manner, unless it shall have given the Agents at least 30 day's prior written notice thereof and all action requested by the Agents pursuant to SECTION 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower shall maintain its principal place of ------------------- business and chief executive offices office and the office where at which it keeps stores its records Records at the location specified in Section 10.9 SCHEDULE 4.01(B) or, upon 60 days 30 days' prior written notice to the ------------ Agent and the Collateral AgentAgents, at such other location in a jurisdiction where all action required requested by Section 9.4(e) the Agents pursuant to SECTION 12.15 shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years or for at the Borrower's own cost and expense (except to the extent that such longer period as may be required expense is borne by law, from the date on which any Transferred Receivable aroseAdministrator pursuant to the Administration Agreement), maintain adequate and complete records of the records with respect to each Transferred ReceivableTrust Investments and the Borrower Collateral, including records of any and all payments received, credits granted with respect thereto and merchandise returnedall other dealings therewith. The Upon the request of any of the Agents, the Borrower and the Servicer will permit representatives of appropriate Service Provider shall mark conspicuously xxxx a legend, in form and substance satisfactory to the Administrative Agent, its books and records, computer tapes, computer disks and credit files pertaining to the Backup ServicerBorrower Collateral, the Collateral Agent and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Loan Agreement and the Custodian at any time assignment and from time Liens granted pursuant to time this ARTICLE VII. Upon the occurrence and during normal business hoursthe continuance of an Event of Default, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer agrees to render shall, and shall cause the other Service Providers to, deliver and turn over such books and records to the Administrative Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Administrative Agent. Prior to the occurrence of an Event of Default and upon notice from the Administrative Agent, the Backup Servicer, the Collateral Agent Borrower and the Custodian such clerical Servicer shall, and shall cause the other assistance as may be reasonably requested with regard to the foregoing. Without duplication Service Providers to, permit any representative of any obligations of the Servicer Agent to inspect such books and records and shall provide photocopies thereof to such Agent as more specifically set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business DaySECTION 7.05(B).

Offices and Records. The Borrower Company shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 4.01(a)(x) or, upon 60 thirty (30) days prior written notice to the ------------ Agent CWC and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e4.02(f) shall have been taken with respect to the ------------- Borrower CollateralTransferred Receivables. The Borrower and the Servicer Company shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer Company will permit representatives of the AgentCWC, the Backup Servicer, the Deal Agent or the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the AgentCWC, the Backup Servicer, the Deal Agent or the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer Company utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Transferred Receivables or the Borrower's or ServicerCompany's performance under this Agreement or the affairs, finances and accounts of the Company with any of its officers, directors, employees, representatives or agents and with its independent certified accountants and advise such accountants that CWC, the Deal Agent, the Servicer and the Collateral Agent have been authorized to review and discuss with such accountants any and all financial statements and other information of any kind that they may have with respect to the Company and direct such accountants to comply with any request of CWC, the Deal Agent, the Servicer or the Collateral Agent for such information with any officer or employee of the Borrower or Servicer Company having knowledge of such matters. In connection therewith, the AgentCWC, the Backup Servicer, Deal Agent or the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor outstanding balances in respect of any Transferred Receivables. Each of the Borrower and the Servicer The Company agrees to render to the AgentCWC, the Backup Servicer, the Collateral Deal Agent and the Custodian Collateral Agent, at the Company's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event under the Funding Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Company shall deliver assist CWC in delivering to the Agent and the Collateral Deal Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower Seller shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location respective locations specified in Section 10.9 Schedule 5 or, upon 60 at least 30 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e8.06(f) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower Seller and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records adequate Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower Upon prior notice to the Seller and the Servicer, except after the occurrence of any Termination Event, the Seller and the Servicer will permit representatives of the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower Seller or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Receivables or the BorrowerSeller's or Servicer's performance under this Agreement with any officer or employee of the Borrower Seller or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, Operating Agent or the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower Seller and the Servicer agrees to render to the Agent, the Backup Servicer, Operating Agent and the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower Seller or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its records Records at the location specified in Section 10.9 Schedule 7 or, upon 60 days thirty (30) days' prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 9.4(e8.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, for not less than three years until the period ending one year after the repayment in full or maturity of each Pledged Receivable or for such longer period as may be required by law, from the date on which any Transferred such Pledged Receivable arose, maintain the records Records with respect to each Transferred such Pledged Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Agent, the Backup Servicer, Deal Agent and the Collateral Agent and the Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside hours of normal business hours as the Agent, the Backup Servicer, the Collateral Agent Borrower and the Custodian shall reasonably request, Servicer and upon reasonable advance notice (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Pledged Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer, the Collateral Deal Agent or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Transferred Pledged Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if If a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding Business Daysuch Termination Event.