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

Offices, Records and Books of Account, Etc. Each 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 Listed Receivables at the address of such Seller set forth under its name on Schedule I to this Agreement or, upon at least 15 days' prior written notice of a proposed change to the Purchaser, at any other locations (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); and (ii) shall provide the Purchaser with at least 15 days' written notice prior to making any change in such Seller's name or making any other change in such Seller's identity or corporate structure (including a merger) 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) "seriously misleading" as such term is used in the UCC (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 Purchaser pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each Seller also will 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 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).

Offices, Records and Books of Account, Etc. Each Seller ------------------------------------------ Originator (i) shall keep its principal place of business and chief executive office (as such 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 Listed Pool Receivables created by such Originator at such address or the address of location for such Seller set forth under its name on Originator, if any, specified in Schedule I III to this Agreement the RPA or, upon at least 15 60 days' prior written notice of a proposed change to the PurchaserPurchaser and Administrator, at any other address or locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser or the Administrator to protect and perfect the interests of the Purchaser and the Securitization Parties in accordance with paragraph (d) of this Exhibit); the Receivables Pool and Related Assets have been taken and completed and (ii) shall provide the Purchaser and Administrator with at least 15 60 days' written notice prior to making any change in such SellerOriginator's name or making any other change in such SellerOriginator's identity or corporate structure (including including, without limitation, a merger) 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 is used in the UCC (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)UCC; each notice to the Purchaser and Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each Seller Originator also will maintain and implement administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Listed 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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Listed 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 Listed Receivablesuch Pool Receivable created by such Originator).

Offices, Records and Books of Account, Etc. Each Seller The 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 offices where it keeps its records concerning the Listed Receivables at the address of such the Seller set forth under its name on Schedule I 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, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (l)(v) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Issuer in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate organizational structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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) 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 Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable). Notwithstanding the above, in no event shall the 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 Mexico, Oklahoma, Utah or Wyoming.

Offices, Records and Books of Account, Etc. Each Seller The Seller: (i) shall keep its principal place of business and business, chief executive office and "location" (as such terms are term is used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address addresses and locations of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). 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. Each Seller The 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 Listed Pool Receivables at to an address other than the address of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Pool Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' ’ written notice prior to before making any change in such the Seller's ’s name or making any other change in such the Seller's ’s identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 Listed 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 Listed Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Listed 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. Each Seller The Seller: (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms are term is used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address addresses and locations of such the Seller set forth under its name on Schedule I IV to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' ’ written notice prior to before making any change in such the Seller's ’s name or making any other change in such the Seller's ’s identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). 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. Each Seller The 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 Listed Receivables at to an address other than the address of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the PurchaserCLAUSE (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, 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 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. Each Seller The Seller: (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms are term is used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address addresses and locations of such the Seller set forth under its name on Schedule I IV to this Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' ’ written notice prior to before making any change in such the Seller's ’s name or making any other change in such the Seller's ’s identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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, 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. Each Seller The 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 Listed Receivables at to an address other than the address of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the PurchaserCLAUSE (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). The Seller will (and will cause each Originator and AGSC to) on or prior to the date of the Agreement, mark its master data processing records and other books and 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 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. Each Seller The 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 Listed Receivables at the address of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the PurchaserCLAUSE (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate organizational structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each The Seller also will 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 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). The Seller will (and will cause the 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. Each The Seller shall, and the Seller and AAR shall cause each of the Originators to: (i) shall keep its respective principal place of business and business, chief executive office and state of formation (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address of such Seller Person set forth under its name on Schedule I to this Agreement IV or, upon at least 15 days' prior written notice of a proposed change subject to the Purchaserclause (ii) below, at any other locations (provided that, if in jurisdictions in the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken United States where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Agent to protect and perfect the interest of the Seller, the Agent and the Purchasers in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Agent with at least 15 30 days' ’ written notice prior to before making any change in such Seller's Person’s name or making any other change in such the Seller's ’s identity or corporate structure (including a mergerChange in Control) which that 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 (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 UCC. Each notice to the Purchaser Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 Listed 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 Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable). Notwithstanding the above, in no event shall the Seller (or shall AAR or the Seller permit any Originator to) have or 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 Agent’s and the Purchasers’ interests hereunder, 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 charges and any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Purchased Interest and the right, title and interest of the Agent and the Purchasers in the Pool Assets.

Offices, Records and Books of Account, Etc. Each Seller The 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 Listed Receivables at the address of such the Seller set forth under its name on Schedule I the signature page to this the Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the PurchaserCLAUSE (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' written notice prior to before making any change in such the Seller's name or making any other change in such the Seller's identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, 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 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. Each Seller The Transferor (i) shall keep its state of organization, 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 Listed Receivables at the address of such Seller the Transferor set forth under its name on Schedule I to this Agreement the signature page hereto or, upon at least 15 days' ’ prior written notice of a proposed change to the PurchaserAdministrative Agent, at any other locations (provided thatlocations, if the UCC Filing Date has occurred, thenso long as, prior to making such a change, such Seller the Transferor shall have taken all actions in any applicable jurisdiction that may be requested by the Purchaser Administrative Agent to further assure and perfect the interests of the Administrative Agent and the Purchasers in accordance with paragraph (d) of this Exhibit)the Listed Receivables; and (ii) shall provide the Purchaser Administrative Agent with at least 15 days' ’ written notice prior to making any change in such Seller's the Transferor’s name or making any other change in such Seller's the Transferor’s identity or corporate structure (including a merger) 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) "“seriously misleading" ” as such term is used in the UCC (provided thatUCC, if the UCC Filing Date has occurred, thenso long as, prior to making such a change, such Seller the Transferor shall have taken all actions in any applicable jurisdiction that may be requested by the Purchaser Administrative Agent to further assure and perfect the interests of the Administrative Agent and the Purchasers in accordance with paragraph (d) of this Exhibit)the Listed Receivables; each notice to the Purchaser Administrative Agent pursuant to this sentence Section shall set forth the applicable change and the effective date thereof. Each Seller The Transferor also will 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 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 Mattel, Inc. First Amended and Restated Receivables Purchase Agreement of each Receivable and all Collections of and adjustments to each existing Listed Receivable).

Offices, Records and Books of Account, Etc. Each Seller The Seller: (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms are term is used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address addresses and locations of such the Seller set forth under its name on Schedule I IV to this Agreement or, upon at least 15 days' prior written notice of a proposed change pursuant to the Purchaserclause (k)(iv) below, at any other locations (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken in jurisdictions where all actions in any applicable jurisdiction that may be reasonably requested by the Purchaser Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in accordance with paragraph the Receivables and related items (dincluding the Pool Assets) of this Exhibit); have been taken and completed and (ii) shall provide the Purchaser Administrator with at least 15 30 days' ’ written notice prior to before making any change in such the Seller's ’s name or making any other change in such the Seller's ’s identity or corporate structure (including a mergerChange in Control) which that 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 (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)UCC; each notice to the Purchaser Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. Each 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 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). 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.