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 principal place of business, chief executive office and “location” (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV to this Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, chief executive office and “location” (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV to this Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement)Originators, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this Agreement, xxxx mark 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 this 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) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms are used in the UCC) and the office where it keeps keep its records concerning the Receivables state of organization at the addresses and locations of the Seller State set forth under its name on Schedule IV to this Agreement in Section 1(a) of Exhibit III or, pursuant upon at least thirty (30) days’ prior written notice of a proposed change to clause (k)(iv) belowthe Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Administrative Agent to protect and perfect the interest of the Administrator Administrative Agent (for on behalf of itself, the benefit of Purchaser Agents and the Purchasers) in the Pool Receivables and related items (including the other Pool Assets) Assets have been taken and completed and (ii) shall provide the Administrator Administrative Agent with at least 30 thirty (30) days’ written notice before prior to making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including through a Change in Controlmerger) that which 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; each notice to the Administrator Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller 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 Seller 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); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller set forth under its name on Schedule IV VII to this the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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 the Agreement “seriously misleading” as such term (or similar term) is used in the UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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 Each Seller: (i) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms are used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the addresses and locations address of the such Seller set forth under its name on Schedule IV I to this Agreement or, pursuant upon at least 15 days' prior written notice of a proposed change to clause (k)(iv) belowthe Purchaser, at any other locations in jurisdictions where (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken all actions reasonably in any applicable jurisdiction that may be requested by the Administrator to protect and perfect the interest Purchaser in accordance with paragraph (d) of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed this Exhibit); and (ii) shall provide the Administrator Purchaser with at least 30 15 days’ ' written notice before prior to making any change in the such Seller’s 's name or making any other change in the such Seller’s 's identity or corporate structure (including a Change in Controlmerger) that which could render any UCC financing statement theretofore filed with respect to such Person by any other Person (including, if applicable, any UCC financing statements filed in connection with this Agreement “Agreement) "seriously misleading” " as such term (or similar term) is used in the UCCUCC (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken all actions in any applicable jurisdiction that may be requested by the Purchaser in accordance with paragraph (d) of this Exhibit); each notice to the Administrator Purchaser pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Each Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Listed 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 Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep not move its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s '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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator and AGSC to) on or prior to the date of this the Agreement, xxxx mark its master data processing records and other books and records xxxxrds 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 this 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) shall keep its principal place of business, chief executive office and “location” (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV to this the Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s '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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this the Agreement, xxxx its mark xxx 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 this 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, business and chief executive office and “location” (as such term is terms are used in the UCC) at the address of the Seller set forth under its name on the signature page to the Receivables Purchase Agreement and the office where it keeps its records concerning the Pool Receivables and the Contract Documents at the addresses and locations such address or at one of the Seller set forth under its name on locations specified in Schedule IV III to this the Receivables Purchase Agreement or, pursuant upon at least 60 days' prior written notice of a proposed change to clause (k)(iv) belowthe Seller and the Administrator, at any other address or locations in jurisdictions where all actions reasonably requested by the Seller and the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Pool Receivables and related items (including including, without limitation, the Pool Assetsitems described in Section 1.2(d) of the Receivables Purchase Agreement) have been taken -------------- and completed and (ii) shall provide the Seller and the Administrator with at least 30 60 days’ ' written notice before prior to making any change in the Seller’s Servicer's name or making any other change in the Seller’s Servicer's identity or corporate structure (including including, without limitation, a Change in Controlmerger) that which 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; each notice to the Seller or the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Servicer 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); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement and keep its state of incorporation at the State set forth in SECTION 1(A) of Exhibit III or, pursuant to clause CLAUSE (k)(ivL)(V) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s '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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that. Notwithstanding the above, in no event shall the case Seller have or maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization, principal place of business or principal assets in any of the states of Colorado, Kansas, New Originators (as defined in the Sale Agreement)Mexico, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on Oklahoma, Utah or prior to the date of this 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 this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestWyoming.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office offices where it keeps its records concerning the Receivables at the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement (and, in the case of records, at the addresses of each Originator set forth under its name on the signature page to the Purchase and Sale Agreement) or, pursuant to clause (k)(ivl)(v) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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) the Required Servicing Data and all other documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that. Notwithstanding the above, in no event shall the case Seller have or maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization, principal place of business or principal assets in any of the states of Colorado, Kansas, New Originators (as defined in the Sale Agreement)Mexico, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on Oklahoma, Utah or prior to the date of this 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 this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestWyoming.

Offices, Records and Books of Account, Etc. The Seller: Seller shall, and the Seller and AAR shall cause each of the Originators to: (i) shall keep its respective principal place of business, chief executive office and “location” state of formation (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller such Person set forth under its name on Schedule IV to this Agreement or, pursuant subject to clause (k)(ivii) below, at any other locations in jurisdictions in the United States where all actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Administrator (for Seller, the benefit of Agent and the Purchasers) Purchasers in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator Agent with at least 30 days’ written notice before making any change in the Sellersuch Person’s 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; each . Each notice to the Administrator Agent 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 or the Originators to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer or the Originators to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the identification and collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that. Notwithstanding the above, in no event shall the case of Seller (or shall AAR or the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each permit any Originator to) on have or prior maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization or principal place of business in any of the states of Colorado, Kansas, New Mexico, Oklahoma, Utah or Wyoming. In the event that the Seller or any such Originator moves its chief executive office to a location which may charge Taxes, fees or other charges to perfect the date of this AgreementAgent’s and the Purchasers’ interests hereunder, xxxx its master data processing records the Seller shall, or (without limiting the Seller’s payment liability hereunder) shall cause any such Originator to, pay all such Taxes, fees and other books charges and records relating any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Purchased Interest (and at all times thereafter (until the latest right, title and interest of the Facility Termination Date or Agent and the date all other amounts owed by Purchasers in the Seller under this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestPool Assets.

Offices, Records and Books of Account, Etc. The Seller:Each ------------------------------------------ Originator (i) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms are used in the UCC) at the address of such Originator set forth under its name on the signature page to this Agreement and the office where it keeps its records concerning the Pool Receivables created by such Originator at such address or the addresses and locations of location for such Originator, if any, specified in Schedule III to the Seller set forth under its name on Schedule IV to this Agreement RPA or, pursuant upon at least 60 days' prior written notice of a proposed change to clause (k)(iv) belowthe Purchaser and Administrator, at any other address or locations in jurisdictions where all actions reasonably requested by the Purchaser or the Administrator to protect and perfect the interest interests of the Administrator (for Purchaser and the benefit of the Purchasers) Securitization Parties in the Receivables Pool and related items (including the Pool Assets) Related Assets have been taken and completed and (ii) shall provide the Purchaser and Administrator with at least 30 60 days’ ' written notice before prior to making any change in the Seller’s such Originator's name or making any other change in the Seller’s such Originator's identity or corporate structure (including including, without limitation, a Change in Controlmerger) that which 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; each notice to the Purchaser and Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Each Originator 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 the Pool Receivables and related Contracts Related Asset created by such Originator 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 such Pool Receivables (including including, without limitation, records adequate to permit the daily identification of each such Pool Receivable and all Collections of and adjustments to each existing Receivablesuch Pool Receivable created by such Originator); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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: Borrower: (i) shall keep not move its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the addresses and locations address of the Seller Borrower set forth under its name on Schedule IV III to this Agreement or, pursuant to clause (k)(ivl)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the PurchasersLenders) in the Receivables and related items (including the Pool Assets) Collateral have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the SellerBorrower’s name or making any other change in the SellerBorrower’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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Borrower also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller Borrower will (and will cause each Originator to) on or prior to the date of this Agreement, xxxx its master data processing records and other books and records relating to the Purchased Interest Collateral (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under this Agreement shall be paid in fullFinal Payout Date) continue to maintain such records) with a legend, reasonably acceptable to the Administrator, describing the Purchased InterestAdministrator's security interest in the Collateral.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep not move its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s '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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this the Agreement, xxxx its marx xxs 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 this 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) shall keep its principal place of business, chief executive office and “location” (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV to this Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, chief executive office and “"location” " (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s '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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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: Transferor (i) shall keep its state of organization, principal place of business, business and chief executive office and “location” (as such term is terms are used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the addresses and locations address of the Seller Transferor set forth under its name on Schedule IV to this Agreement the signature page hereto or, pursuant upon at least 15 days’ prior written notice of a proposed change to clause (k)(iv) belowthe Administrative Agent, at any other locations in jurisdictions where locations, so long as, prior to making such a change, the Transferor shall have taken all actions reasonably in any applicable jurisdiction that may be requested by the Administrator Administrative Agent to protect further assure and perfect the interest interests of the Administrator (for Administrative Agent and the benefit of the Purchasers) Purchasers in the Receivables and related items (including the Pool Assets) have been taken and completed Listed Receivables; and (ii) shall provide the Administrator Administrative Agent with at least 30 15 days’ written notice before prior to making any change in the SellerTransferor’s name or making any other change in the SellerTransferor’s identity or corporate structure (including a Change in Controlmerger) that which could render any UCC financing statement theretofore filed with respect to such Person by any other Person (including, if applicable, any UCC financing statements filed in connection with this Agreement Agreement) “seriously misleading” as such term (or similar term) is used in the UCC, so long as, prior to making such a change, the Transferor shall have taken all actions in any applicable jurisdiction that may be requested by the Administrative Agent to further assure and perfect the interests of the Administrative Agent and the Purchasers in the Listed Receivables; each notice to the Administrator Administrative Agent pursuant to this sentence Section shall set forth the applicable change and the effective date thereof. The Seller Transferor also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Listed 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 Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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 SellerSuch Originator: (i) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller such Originator set forth under its name on Schedule IV the signature page to this the Purchase and Sale Agreement or, pursuant upon at least 30 days' prior written notice of a proposed change to clause (k)(iv) belowthe Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Initial Purchaser, the Administrator (for and the benefit of the Purchasers) Issuer in the Receivables and related items (including without limitation the Pool Assetsitems described in Section 1.10(b) of the Purchase and Sale Agreement) have been taken and completed and completed; and (ii) shall provide the Administrator with at least 30 days’ ' written notice before prior to making any change in the Seller’s such Originator's name or making any other change in the Seller’s such Originator's identity or corporate structure (including including, without limitation, a Change in Controlmerger) that which could render any UCC financing statement filed in connection with this the Purchase and Sale Agreement “"seriously misleading” " as such term (or similar term) is used in the UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Such Originator 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 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 Receivables (including including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep not move its principal place of business, business and chief executive office and “location” (as such term is 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 addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Pool Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller 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); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, business and chief executive office and “location” (as such term is terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations address of the Seller set forth under its name on Schedule IV the signature page to this the Agreement or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each the Originator to) on or prior to the date of this 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 this 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) shall keep its principal place of business, chief executive office and “location” (as such term is used in the UCC) and the office where it keeps its records concerning the Receivables at the addresses and locations of the Seller set forth under its name on Schedule IV to this Agreement or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s 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; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing 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 Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement)Originators, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of this 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 this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.