Offices, Records and Books of Account, Etc. The Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) or, upon at least 30 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent), at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent to protect and perfect the interest of the Purchaser and its assignees in the Receivables and related items (including without limitation the items described in Section 2.6) have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) with at least 30 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).
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Offices, Records and Books of Account, Etc. The Seller
Seller (i) shall keep its principal place of business and business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule I to the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) or, upon at least 30 thirty (30) days' ’ prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent), at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent to protect and perfect the interest of the Purchaser and its assignees in the Receivables and related items (including without limitation the items described in Section 2.6Pool Assets) of the Agreement have been taken and completed and (ii) shall provide not, without the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, prior written consent of the Agent) with at least 30 days' written notice prior to making , make any change in (A) the Seller's name or making any other change in the Seller's ’s name, identity or corporate company structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in or (B) the UCC; each Seller’s jurisdiction of formation. Each notice to the Agent pursuant to this sentence paragraph shall set forth the applicable change and the effective date thereof. The Seller and the Servicer also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables in the ordinary course of business (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). Without limiting the foregoing, the Servicer shall maintain adequate computer and other systems in order to service the Receivables.
Appears in 1 contract
Offices, Records and Books of Account, Etc. The Seller
(i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) Schedule III attached hereto or, upon at least 30 60 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent)Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent Administrator to protect and perfect the interest of the Purchaser and its assignees Issuer in the Receivables and related items (including without limitation the items described in Section 2.6) have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) Administrator with at least 30 60 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Offices, Records and Books of Account, Etc. The Seller
Seller (i) shall keep its chief or principal place of business and chief executive office (as such terms are used in the UCCPPSA) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) Schedule II or, upon at least 30 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent)Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent Administrator to protect and perfect the interest of the Purchaser and its assignees Issuer in the Receivables and related items (including without limitation the items described in Section 2.6) Purchased Interest have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) Administrator with at least 30 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement PPSA Financing Statement filed in connection with this Agreement "seriously misleading" as such term is used in ineffective to perfect, preserve or protect the UCCinterests of the Issuer under this Agreement or the Assignment; 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 administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Purchased Receivable and all Collections of and adjustments to each existing Receivable).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Stone Container Corp)
Offices, Records and Books of Account, Etc. The Seller
(i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) Schedule I attached hereto or, upon at least 30 60 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Administrative Agent), at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Administrative Agent to protect and perfect the interest of the Parallel Purchaser and its assignees in the Receivables and related items (including without limitation the items described in Section 2.6) have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) Administrative Agent with at least 30 60 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).
Appears in 1 contract
Samples: Parallel Asset Purchase Agreement (Owens & Minor Inc/Va/)
Offices, Records and Books of Account, Etc. The Seller
Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to this the Agreement and keep its State of organization at the State set forth in Section 4.1(a) or, upon at least 30 60 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent), at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent to protect and perfect the interest of the Purchaser and its assignees in the Receivables and related items (including without limitation the items described in Section 2.6SECTION 1.2(d)) have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) Agent with at least 30 60 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Warren S D Co /Pa/)
Offices, Records and Books of Account, Etc. The Seller
Seller (i) shall keep its principal place of business and business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule I to the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) or, upon at least 30 thirty (30) days' ’ prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent), at any other locations in jurisdictions where all actions reasonably requested by the Purchaser or the Agent to protect and perfect the interest of the Purchaser and its assignees in the Receivables and related items (including without limitation the items described in Section 2.6Pool Assets) of the Agreement have been taken and completed and (ii) shall provide the Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) Agent with at least 30 sixty (60) days' ’ written notice prior to making any change in (A) the Seller's ’s name or making any other change in the Seller's ’s identity or corporate company structure (including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in or (B) the UCC; each Seller’s jurisdiction of formation. Each notice to the Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller or the Servicer on its behalf also will maintain and implement administrative and operating procedures (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 all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables in the ordinary course of business (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). Without limiting the foregoing, the Servicer shall maintain adequate computer and other systems in order to service the Receivables.
Appears in 1 contract