Common use of Offices, Records and Books of Account, Etc Clause in Contracts

Offices, Records and Books of Account, Etc. The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller (i) shall keep Keep the office where it keeps its records concerning the Pool Sold Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State such Originator set forth in Section 1(i) Schedule III of Exhibit III this Agreement or, upon at least 30 days’ prior following written notice of a proposed change to the AdministratorCompany and the Administrator (as the Company’s assignee), at any other locations in jurisdictions where all actions reasonably requested by the Company or the Administrator (as the Company’s assignee) to protect and perfect the ownership and security interest of the Administrator, Company and the Purchaser Agents or the Purchasers Administrator in the Pool Sold Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Company and the Administrator (as the Company’s assignee) with at least 30 days’ prior written notice of any change in the Sellersuch Originator’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller such Originator shall take all such actions reasonably requested by the Company or the Administrator (as the Company’s assignee) to protect and perfect the interest of the Purchaser Groups Company and the Administrator (as the Company’s assignee) in the Pool Sold Receivables and related items (including the other Pool AssetsRelated Rights); each notice to the Company and the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Such Originator shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool all Receivables sold or contributed by it and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool such Sold Receivables (including records adequate to permit the daily identification of each Pool Sold Receivable and all Collections of and adjustments to each existing Pool Sold Receivable).

Offices, Records and Books of Account, Etc. The Each Seller (i) shall keep its principal place of business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the such Seller or the address of Vistra set forth under its name on Schedule V and keep its “location” (as defined in I to the UCC) in the State set forth in Section 1(i) of Exhibit III Agreement or, upon at least 30 thirty (30) days’ prior written notice of a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each ) of the Agreement have been taken and completed and (ii) shall provide the Agent with at least sixty (60) days’ written notice prior to making any change in (A) such Seller’s name or making any other change in such Seller’s identity or company structure (including a merger) or (B) such Seller’s jurisdiction of formation. Each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Sellers and the Servicers also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables in the ordinary course of business (including including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). Without limiting the foregoing, each Servicer shall maintain adequate computer and other systems in order to service the Receivables.

Offices, Records and Books of Account, Etc. The Seller Servicer and, to the extent that it ceases to be the Servicer, Peabody, (i) shall keep its principal place of business, chief executive office and state of formation (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra Servicer set forth on Schedule V IV and (ii) shall cause Peabody Holding Company, LLC and each U.S. Originator to keep its “location” state of formation (as such term is defined in the applicable UCC) and the office where it keeps its records concerning the Receivables at the applicable address set forth on Schedule IV, in the State set forth case of Peabody Holding Company, LLC, and Exhibit E to the U.S. Sale Agreement, in Section 1(ithe case of any U.S. Originator, or, in the case of either sub-clause (i) or (ii) of Exhibit III orthis clause (b), upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers Administrator in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name. The Servicer and, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change extent that it ceases to be the Seller shall take all such actions reasonably requested by Servicer, Peabody, also will (and will cause the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Originators to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Servicer and, to the extent that it ceases to be the Servicer, Peabody, (i) shall keep its principal place of business, chief executive office and state of formation (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra Servicer set forth on Schedule V IV and (ii) shall cause Peabody Holding Company, LLC and each Originator to keep its “location” state of formation (as such term is defined in the applicable UCC) and the office where it keeps its records concerning the Receivables at the applicable address set forth on Schedule IV, in the State set forth case of Peabody Holding Company, LLC, and Exhibit E to the Sale Agreement, in Section 1(ithe case of any Originator or, in the case of either sub-clause (i) or (ii) of Exhibit III orthis clause (b), upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers Administrator in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name. The Servicer and, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change extent that it ceases to be the Seller shall take all such actions reasonably requested by Servicer, Peabody, also will (and will cause the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Originators to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Seller: (i) shall keep not move its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at to an address other than the address of the Seller or the address of Vistra set forth under its name on Schedule V and keep its “location” (as defined in the UCC) in signature page to the State set forth in Section 1(i) of Exhibit III Agreement or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or benefit of the Purchasers Purchasers) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator with at least 30 days’ prior written notice of before making any change in the Seller’s name, organizational structure name or jurisdiction of organization and prior to the effectiveness of making any such other change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the other Pool Assets)UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, xxxx its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller (i) Servicer and, to the extent that it ceases to be the Servicer, Airgas, shall keep (and shall cause each Originator to keep) its principal place of business and chief executive office (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller Servicer (or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCCsubservicer) in the State set forth in Section 1(iSchedule IV hereto and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 2(a) of in Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups Administrator (for the benefit of each Purchaser) in the Pool Receivables and related items (including the other Pool Assets)) have been taken and completed; each notice provided, however, that in no event shall Airgas seek to become organized under more than one jurisdiction. The Servicer and, to the Administrator pursuant extent that it ceases to this sentence shall set forth be the applicable change Servicer, Airgas, also will (and the effective date thereof. The Seller shall will cause each Originator to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Each Borrower (i) shall keep its records concerning the Pool Receivables at the address of the Seller such Borrower or the address of Vistra Herc set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i1(j) of Exhibit III or, upon at least 30 days’ thirty (30) days prior written notice of a proposed change to the AdministratorAdministrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Administrative Agent to protect and perfect the ownership and security interest of the AdministratorAdministrative Agent, the Purchaser Managing Agents or the Purchasers Lenders in the Pool Receivables and related items (including the other Pool AssetsCollateral) have been taken and completed; and (ii) shall provide the Administrator Administrative Agent with at least 30 days’ thirty (30) days prior written notice of any change in the Sellereither Borrower’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller Borrowers shall take all such actions reasonably requested by the Administrator Administrative Agent to protect and perfect the interest of the Purchaser Lender Groups in the Pool Receivables and related items (including the other Pool Assets)Collateral; each notice to the Administrator Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Borrowers shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Seller: (i) shall keep its state of formation (as such term or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III IV or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (1)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers Issuer in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator with at least 30 days’ prior ' written notice of before making any change in the Seller’s name, 's name or making any other change in the Seller's identity or organizational structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term (or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups similar term) is used in the Pool Receivables and related items (including the other Pool Assets)UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller (i) Servicer and, to the extent that it ceases to be the Servicer, York, shall keep (and shall cause each Originator to keep) its principal place of business and chief executive office (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra Servicer set forth under its name on Schedule V and keep its “location” (as defined in the UCC) in signature page to the State set forth in Section 1(i) of Exhibit III Agreement or, upon at least 30 days’ ' prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or the Purchasers benefit of each Purchaser) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name. The Servicer and, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change extent that it ceases to be the Seller shall take all such actions reasonably requested by the Administrator to protect Servicer, York, also will (and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); will cause each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Originator to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Servicer will (and will cause each Originator to) on or prior to the date of the Agreement, mark its master data processing records and other books and rxxxxds relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owing by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller Servicer: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its master records concerning the Pool Receivables at the address addresses of the Seller or the address of Vistra Servicer set forth on Schedule V IV and keep its “location” (as defined in state of organization at the UCC) in the State state set forth in Section 1(i2(a) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (j)(vii) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or benefit of the Purchasers Purchasers) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator and each Purchaser Agent with at least 30 days’ prior written notice of before making any change in the SellerServicer’s name, organizational name or making any other change in the Servicer’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the UCC or to be filed in the incorrect jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator in order to protect and perfect prefect the interest of the Purchaser Groups Administrator (for the benefit of the Purchasers) in the Pool Receivables and the related items item (including the other Pool Assets)) as a first priority security interest; each notice to the Administrator and each Purchaser Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Servicer will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof)) within a reasonable time thereafter, and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) at the address of the Seller set forth under its name on the signature page to the Agreement and each of the Seller and the Servicer shall keep the offices where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State addresses set forth in Section 1(i) of Exhibit III SCHEDULE IV hereto or, upon at least 30 60 days’ ' prior written notice of a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Agent to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including without limitation the other Pool Assetsitems described in SECTION 1.2(d)) have been taken and completed; completed and (ii) shall provide the Administrator Agent with at least 30 60 days’ prior ' written notice of prior to making any change in the Seller’s name, organizational structure 's name or jurisdiction of organization and prior to the effectiveness of making any such other change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the other Pool Assets)UCC; each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Servicer, on behalf of the Seller, also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Borrower (i) shall keep its records concerning the Pool Receivables state of organization at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i1(a) of Exhibit III or, upon at least 30 thirty (30) days’ prior written notice of a proposed change to the AdministratorAdministrative Agent, at any other locations state in jurisdictions the United States where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator Administrative Agent to protect and perfect the interest of the Purchaser Groups Administrative Agent (on behalf of itself and the other Lender Parties) in the Pool Receivables Borrower Collateral have been taken and related items completed and (ii) shall provide the Administrative Agent with at least thirty (30) days’ written notice prior to making any change in the Borrower’s name or making any other change in the Borrower’s identity or corporate structure (including through a merger) which could render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term is used in the other Pool Assets)UCC; each notice to the Administrator Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Borrower will also file and maintain in effect all filings, and take all such other actions, as may be necessary to protect the validity and perfection of its ownership interest in the Pool Receivables. The Borrower also will maintain and implement (or will cause the Servicer to maintain be maintained and implement) implemented administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including including, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller (i) shall keep its principal place of business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth under its name on Schedule V and keep its “location” (as defined in I to the UCC) in the State set forth in Section 1(i) of Exhibit III Agreement or, upon at least 30 thirty (30) days’ prior written notice of a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each ) of the Agreement have been taken and completed and (ii) shall provide the Agent with at least sixty (60) days’ written notice prior to making any change in (A) the Seller’s name or making any other change in the Seller’s identity or company structure (including a merger) or (B) the Seller’s jurisdiction of formation. Each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall and the Servicers also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables in the ordinary course of business (including including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). Without limiting the foregoing, each Servicer shall maintain adequate computer and other systems in order to service the Receivables.

Offices, Records and Books of Account, Etc. The Seller ------------------------------------------- Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) at the address of the Seller set forth under its name on the signature page to the Agreement and the office where it keeps its records concerning the Pool Receivables at the such address or one of the Seller or the address of Vistra set forth on locations specified in Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III hereto or, upon at least 30 60 days’ ' prior written notice of ------------ a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers Issuer in the Pool Receivables and related items (including including, without limitation, the other Pool Assetsitems described in Section 1.2(d)) have been taken and completed; completed and -------------- (ii) shall provide the Administrator with at least 30 60 days’ prior ' written notice of prior to making any change in the Seller’s name, organizational structure 's name or jurisdiction of organization and prior to the effectiveness of making any such other change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items Seller's identity or corporate structure (including including, without limitation, a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the other Pool Assets)UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Each Borrower (i) shall keep its records concerning the Pool Receivables at the address of the Seller such Borrower or the address of Vistra Herc set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ thirty (30) days prior written notice of a proposed change to the AdministratorAdministrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Administrative Agent to protect and perfect the ownership and security interest of the AdministratorAdministrative Agent, the Purchaser Managing Agents or the Purchasers Lenders in the Pool Receivables and related items (including the other Pool AssetsCollateral) have been taken and completed; and (ii) shall provide the Administrator Administrative Agent with at least 30 days’ thirty (30) days prior written notice of any change in the Sellereither Borrower’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller Borrowers shall take all such actions reasonably requested by the Administrator Administrative Agent to protect and perfect the interest of the Purchaser Lender Groups in the Pool Receivables and related items (including the other Pool Assets)Collateral; each notice to the Administrator Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Borrowers shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth under its name on Schedule V the signature page to the Agreement and keep its “location” (as defined in state of organization at the UCC) in the State state set forth in Section 1(i1(a) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or benefit of the Purchasers Purchasers) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator with at least 30 days’ prior ' written notice of before making any change in the Seller’s name, 's name or making any other change in the Seller's identity or organizational structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term (or similar term) is used in the UCC or to be filed in the incorrect jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator in order to protect and perfect the interest of the Purchaser Groups Administrator (for the benefit of the Purchasers) in the Pool Receivables and related items (including the other Pool Assets)) as a first priority security interest; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, xxxx its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its master records concerning the Pool Receivables at the address addresses of the Seller or the address of Vistra set forth on Schedule V IV and keep its “location” (as defined in state of organization at the UCC) in the State state set forth in Section 1(il(a) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (l)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or benefit of the Purchasers Purchasers) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator with at least 30 days’ prior written notice of before making any change in the Seller’s name, organizational name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement ‘“seriously misleading” as such term (or similar term) is used in the UCC or to be filed in the incorrect jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator in order to protect and perfect prefect the interest of the Purchaser Groups Administrator (for the benefit of the Purchasers) in the Pool Receivables and the related items (including the other Pool Assets)) as a first priority security interest; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereofthereof within a reasonable time thereafter), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller (i) Servicer and, to the extent that it ceases to be the Servicer, York, shall keep (and shall cause each Originator to keep) its principal place of business and chief executive office (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra Servicer set forth under its name on Schedule V and keep its “location” (as defined in the UCC) in signature page to the State set forth in Section 1(i) of Exhibit III Agreement or, upon at least 30 days’ ' prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or the Purchasers benefit of each Purchaser) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name. The Servicer and, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change extent that it ceases to be the Seller shall take all such actions reasonably requested by the Administrator to protect Servicer, York, also will (and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); will cause each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Originator to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Servicer will (and will cause each Originator to) on or prior to the date of the Agreement, xxxx its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owing by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth under its name on Schedule V the signature page to the Agreement and keep its “location” (as defined in the UCC) in State of organization at the State set forth in Section 1(i1(a) of Exhibit III or, upon at least 30 days’ ' prior written notice of a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Purchaser Groups Issuer in the Pool Receivables and related items (including without limitation the items described in Section 1.2(d)) have been taken and completed and (ii) shall provide the Agent with at least 30 days' written notice prior to making any change in the Seller's name or making any other Pool Assets)change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall will also file and maintain in effect all filings, and take all such other actions, as may be necessary to protect the validity and perfection of its ownership interest in the Receivables purchased from the Originator pursuant to the terms of the Purchase and Sale Agreement. The Seller also will maintain and implement (or will cause the Servicer to maintain be maintained and implement) implemented administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Servicer and, to the extent that it ceases to be the Servicer, Peabody, (i) shall keep its principal place of business, chief executive office and state of formation (as such terms or similar terms are used in the applicable UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra Servicer set forth on Schedule V IV and (ii) shall cause Peabody Holding Company, LLC and each Originator to keep its “location” state of formation (as such term is defined in the applicable UCC) and the office where it keeps its records concerning the Receivables at the applicable address set forth on Schedule IV, in the State set forth case of Peabody Holding Company, LLC, and Exhibit E to the Sale Agreement, in Section 1(ithe case of any Originator or, in the case of either sub-clause (i) or (ii) of Exhibit III orthis clause (b), upon at least 30 days’ ' prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers Administrator in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name. The Servicer and, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change extent that it ceases to be the Seller shall take all such actions reasonably requested by Servicer, Peabody, also will (and will cause the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall Originators to) maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account, Etc. The Seller Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth under its name on Schedule V the signature page to the Agreement and keep its “location” (as defined in state of organization at the UCC) in the State state set forth in Section 1(i1(a) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change pursuant to the Administratorclause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, Administrator (for the Purchaser Agents or benefit of the Purchasers Purchasers) in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; completed and (ii) shall provide the Administrator with at least 30 days’ prior ' written notice of before making any change in the Seller’s name, 's name or making any other change in the Seller's identity or organizational structure (including a Change in Control) that could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term (or similar term) is used in the UCC or to be filed in the incorrect jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator in order to protect and perfect the interest of the Purchaser Groups Administrator (for the benefit of the Purchasers) in the Pool Receivables and related items (including the other Pool Assets)) as a first priority security interest; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, mark its master data processing records and other books and rxxxxds relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.