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

Offices, Records and Books of Account. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables at the address of the Seller set forth under its name on the signature pages to this Agreement or, upon 30 days’ prior written notice to the Agent, at any other locations within the United States. The Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent with at least 30 days’ prior written notice thereof, together with an updated Schedule IV, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder have been taken and completed. Upon confirmation by the Agent to the Seller of the Agent’s receipt of any such notice (together with an updated Schedule IV) and the completion or receipt of the actions, agreements and documents referred to in clause (ii) of the preceding sentence, Schedule IV hereto shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV accompanying such notice. The Seller also will maintain and implement administrative and operating procedures (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 all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Offices, Records and Books of Account. The Each Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Transferred Receivables at the address of the such Seller set forth under its name on the signature pages page to this Agreement Agreement, or, upon 30 days’ days’ prior written notice to the AgentPurchaser, at any other locations in jurisdictions where within the United States. The Such Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent Purchaser with at least 30 days’ prior written notice thereof, together with an updated Schedule IVExhibit F, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested actions required by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder Section 5.01(j) shall have been taken and completed. Upon confirmation by the Agent to Purchaser’s assignee during the Seller existence of the Agent’s Sale Agreement or, thereafter, the Purchaser of receipt of any such notice (together with an updated Schedule IVExhibit F) and the completion or receipt completion, as aforesaid, of the actionsall actions required by Section 5.01(j), agreements and documents referred Exhibit F to in clause (ii) of the preceding sentence, Schedule IV hereto this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV Exhibit F accompanying such notice. The Each Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Transferred Receivable and all Collections of and adjustments to each existing Pool Transferred Receivable). Each Seller shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold or contributed to the Purchaser hereunder.

Offices, Records and Books of Account. The Each Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Purchased Receivables at the address of the such Seller set forth under its name on the signature pages page to this Agreement Agreement, or, upon 30 days’ prior written notice to the AgentPurchaser, at any other locations within the United States. The Such Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent Purchaser with at least 30 days’ prior written notice thereof, together with an updated Schedule IVExhibit F, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested actions required by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder Section 5.01(j) shall have been taken and completed. Upon confirmation by the Agent (prior to the Seller RPA Final Payment Date) or the Purchaser (following the RPA Final Payment Date) of the Agent’s receipt of any such notice (together with an updated Schedule IVExhibit F) and the completion or receipt completion, as aforesaid, of the actionsall actions required by Section 5.01(j), agreements and documents referred Exhibit F to in clause (ii) of the preceding sentence, Schedule IV hereto this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV Exhibit F accompanying such notice. The Each Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Purchased Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Purchased Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Purchased Receivable and all Collections of and adjustments to each existing Pool Purchased Receivable). Each Seller shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold to the Purchaser hereunder.

Offices, Records and Books of Account. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Transferred Receivables at the address of the Seller set forth under its name on the signature pages page to this Agreement Agreement, or, upon 30 days’ prior written notice to the AgentPurchaser, at any other locations within the United States. The Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent Purchaser with at least 30 days’ prior written notice thereof, together with an updated Schedule IVExhibit F, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested actions required by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder Section 5.01(j) shall have been taken and completed. Upon confirmation by the Agent to Purchaser’s assignee during the Seller existence of the Agent’s Sale Agreement or, thereafter, the Purchaser of receipt of any such notice (together with an updated Schedule IVExhibit F) and the completion or receipt completion, as aforesaid, of the actionsall actions required by Section 5.01(j), agreements and documents referred Exhibit F to in clause (ii) of the preceding sentence, Schedule IV hereto this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV Exhibit F accompanying such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Transferred Receivable and all Collections of and adjustments to each existing Pool Transferred Receivable). The Seller shall make a notation in its books and records, including its computer files, to indicate which Receivables have been sold or contributed to the Purchaser hereunder.

Offices, Records and Books of Account. The Seller will Transferor (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller Transferor set forth under its name on the signature pages to this Agreement or, upon 30 days’ prior written notice to the Agent, in Section 10.3 hereof or at any other locations within the United States. The Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent with at least 30 days’ prior written notice thereof, together with an updated Schedule IV, and (ii) no later than the effective date of such change, in jurisdictions where all actions, documents and agreements actions reasonably requested by the Agent to protect and perfect the interest of the Agent’s interest , for the benefit of the Company and the Bank Investors, in the Receivables, Receivables and related items (including the Related Security and the other assets of the Seller in which a security interest is granted hereunder Affected Assets) have been taken and completed. Upon confirmation by the Agent to the Seller of the Agent’s receipt of any such notice (together with an updated Schedule IV) completed and the completion or receipt of the actions, agreements and documents referred to in clause (ii) of shall provide the preceding sentence, Schedule IV hereto shall, without further action by Agent with at least 30 days' written notice before making any party, be deemed change in the Transferor's name or making any other change in the Transferor's identity or organizational structure 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 be amended the Agent pursuant to this sentence shall set forth the applicable change and replaced by the updated Schedule IV accompanying such noticeeffective date thereof. The Seller also Transferor will and will cause the Servicer and the Originator Subsidiaries to maintain and implement administrative and operating procedures (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 maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Receivable and all Collections of and adjustments to each existing Pool Receivable). The Transferor will, and will cause the Parent to, give the Agent notice of any material change in the administrative and operating procedures of the Transferor, the Servicer or the Originator Subsidiaries, as applicable, referred to in the previous sentence.

Offices, Records and Books of Account. The Each Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Purchased Receivables at the address or addresses of the such Seller set forth under its name on the signature pages to this Agreement Exhibit B hereto, or, upon 30 thirty (30) days’ prior written notice to the AgentPurchaser, at any other locations within the United States. The Such Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent Purchaser with at least 30 thirty (30) days’ prior written notice thereof, together with an updated Schedule IVExhibit B, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested actions required by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder Section 5.01(j) shall have been taken and completed. Upon confirmation by the Agent (prior to the Seller RPA Final Payment Date) or the Purchaser (following the RPA Final Payment Date) of the Agent’s receipt of any such notice (together with an updated Schedule IVExhibit B) and the completion or receipt completion, as aforesaid, of the actionsall actions required by Section 5.01(j), agreements and documents referred Exhibit B to in clause (ii) of the preceding sentence, Schedule IV hereto this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV Exhibit B accompanying such notice. The Each Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Purchased Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Purchased Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Purchased Receivable and all Collections of and adjustments to each existing Pool Purchased Receivable). Each Seller shall (i) make a notation in its books and records, to indicate which Receivables have been sold to the Purchaser hereunder and (ii) upon the request of Purchaser or the Agent following the occurrence and during continuation of an Amortization Event under the Receivables Purchase Agreement: (x) xxxx each Contract with a legend describing Purchaser’s ownership interests in such Receivables and further describing the interests of the Agent (on behalf of the Purchasers) and (y) deliver to Purchaser (or, upon request, to the Agent) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Offices, Records and Books of Account. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Transferred Receivables at the address or addresses of the Seller set forth under its name on the signature pages to this Agreement Exhibit B hereto, or, upon 30 thirty (30) days’ prior written notice to the AgentPurchaser, at any other locations within the United States. The Seller will not change its name or its state of organization, unless (i) the Seller shall have provided the Agent Purchaser with at least 30 thirty (30) days’ prior written notice thereof, together with an updated Schedule IVExhibit B, and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested actions required by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets of the Seller in which a security interest is granted hereunder Section 5.01(j) shall have been taken and completed. Upon confirmation by the Agent to Purchaser’s assignee during the Seller existence of the Agent’s Receivables Purchase Agreement or, thereafter, the Purchaser of receipt of any such notice (together with an updated Schedule IVExhibit B) and the completion or receipt completion, as aforesaid, of the actionsall actions required by Section 5.01(j), agreements and documents referred Exhibit B to in clause (ii) of the preceding sentence, Schedule IV hereto this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV Exhibit B accompanying such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Transferred Receivable and all Collections of and adjustments to each existing Pool Transferred Receivable). The Seller shall (i) make a notation in its books and records, to indicate which Receivables have been sold or contributed to the Purchaser hereunder and (ii) upon the request of Purchaser or the Agent following the occurrence and during continuation of an Amortization Event under the Receivables Purchase Agreement: (x) xxxx each Contract with a legend describing Purchaser’s ownership interests in such Receivables and further describing the interests of the Agent (on behalf of the Purchasers) and (y) deliver to Purchaser (or, upon request, to the Agent) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Offices, Records and Books of Account. The Seller Each of the Sellers will (i) keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at the address of the Seller addresses set forth under its name on the signature pages to this Agreement or, upon 30 days’ prior written notice to the Agent, in Section 9.3 hereof or at any other locations within in jurisdictions where all actions reasonably requested by the United States. The Seller will not change its name or its state Purchaser to protect and perfect the interest of organization, unless the Purchaser in the Receivables and the Related Collateral have been taken and completed and (iii) shall provide the Seller shall have provided the Agent Purchaser with at least 30 days’ prior ' written notice thereof, together before making any change in its name or making any other change in its identity or corporate structure that could render any UCC financing statement filed in connection herewith or with an updated Schedule IV, the Transfer Agreement seriously misleading as such term (or similar term) is used in the Relevant UCC; each notice to the Purchaser pursuant to this sentence shall set forth the applicable change and (ii) no later than the effective date of such change, all actions, documents and agreements reasonably requested by the Agent to protect and perfect the Agent’s interest in the Receivables, the Related Security and the other assets thereof. Each of the Seller in which a security interest is granted hereunder have been taken and completed. Upon confirmation by the Agent to the Seller of the Agent’s receipt of any such notice (together with an updated Schedule IV) and the completion or receipt of the actions, agreements and documents referred to in clause (ii) of the preceding sentence, Schedule IV hereto shall, without further action by any party, be deemed to be amended and replaced by the updated Schedule IV accompanying such notice. The Seller also Sellers will maintain and implement (or cause to be maintained and implemented) administrative and operating procedures (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 to be maintained and implemented), all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool new Receivable and all Collections of and adjustments to each existing Pool ReceivableReceivable in accordance with its Credit and Collection Policy). Each of the Sellers will give notice to the Purchaser of any material change in the administrative and operating procedures of the applicable Seller referred to in the previous sentence.