Common use of Transfer of Records Clause in Contracts

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicable, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Date. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records (to the extent assignable) relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, Funding LLC, the Administrative Program Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive nonexclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, ; provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer, Funding LLC, the Program Agent or the Servicer, such license is subject to obtaining such consent and at the reasonable request of Buyer or its assignees (or Buyer’s assignee), including the Program Agent) Originator will use its reasonable efforts to obtain request the consent of such third-party licensorlicensor and use commercially reasonable efforts to cooperate with Buyer or its assignees (including the Program Agent) in obtaining such consent (it being understood that Originator shall not be responsible for payment of any fee payable in connection with obtaining such consent). The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement, the Second Tier Sale Agreement and the Purchase Agreement terminate in accordance with their terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or or the Administrative Program Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records (to the extent assignable) relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Program Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent Buyer (as Buyer’s assigneeand authorizes the Buyer to grant to the Agent) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), such consent shall be a condition to the grant of the foregoing license with respect to the applicable software and Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate that the Aggregate Unpaids have been repaid in full and this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases any sale or contribution of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s its right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch sale or contribution. In connection with such transfer, each Originator hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the applicable Originator or is owned by others and used by any Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, each Originator hereby agrees that upon the request of the Buyer (or the Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from any Originator hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate re-create such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Program Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsBorrower Obligations, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Program Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Loan Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Program Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchases of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s such Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany purchase. In connection with such transfer, Originator each Seller hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer such Receivables following replacement of Quest Diagnostics (or any of its Affiliates) as the ReceivablesServicer, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (the Buyer, the Servicer or Buyer’s assignee)the Administrative Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer SunGard Financing all of Originatorsuch Seller’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator each Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer SunGard Financing an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (or Buyer’s assignee)SunGard Financing, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee)SunGard Financing, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns SunGard Financing under the Purchase Second Step Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each SunGard Financing has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s such Seller's right and title to and interest in the Records all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to all the Receivables sold or contributed by it hereunder(collectively, the "Records"), without the need for any further documentation in connection with the Purchasesany Purchase hereunder. In connection with such transfer, Originator each Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer Collection Agent an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by Originator such Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software is and programs are owned by Originator such Seller or is are owned by others and used by Originator such Seller under license agreements with respect thereto, ; provided, that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of the Buyer (or Buyer’s assignee), Originator will the Collection Agent to use its reasonable best efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall not terminate on until the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license period. (b) Originator (i) Each Seller shall take such action reasonably requested by the Buyer and/or any of the Administrative Agent (as Buyer’s assignee)'s assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Purchased Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective, Originator hereby agrees that upon the request of Buyer (or the Administrative Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) after the occurrence of an Amortization Event to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Transfer of Receivables a Receivable by an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Administrative Agent, as Buyer’s collateral assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase (it being understood and agreed that any Records that are not freely assignable (whether by express provision or by virtue of confidentiality provisions) according to their terms are excluded from such sale, transfer, assignment or conveyance; provided, that upon reasonable request of the Buyer (or its assigns), the applicable Originator will use its reasonable efforts to obtain consent to the assignment from the relevant counterparty). In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the reasonable request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from the Originators hereunder; provided, however, that the applicable Originator shall not be required to take any actions with respect to its Records other than those required by Sections 1.6(a) and 4.1(e) hereto unless and until an Unmatured Amortization Event has occurred, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records (other than Contracts) relating to all of its Receivables sold hereunder and all rights (with respect to enforcement or contributed by it otherwise) under the Contracts relating to all of its Receivables sold hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer upon the occurrence of an Amortization Event under the Purchase Agreement, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. Upon the termination of this Agreement any such software used by the Buyer, the Agent or the Servicer during the term of this Agreement shall be returned to the applicable Originator. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables each Purchase hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with each such transfer, Originator each Originator, as of the Initial Funding Date hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), each Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsObligations of Buyer under the Credit Agreement, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafteron and after the Initial Funding Date, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables Receivables, Related Security and Collections purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) on and after the Initial Funding Date to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, the Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of the Originator’s right and title to and interest in the Records (other than the Specified Contracts) relating to all Receivables sold such Receivable and, to the extent provided by Section 9- 404, 9-405, 9-406 or contributed by it hereunder9-408 of the UCC, the Specified Contracts relating to such Receivable, in each case without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, the Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary to administer the such Receivables, whether such software is owned by the Originator or is owned by others and used by the Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Originator hereby agrees that upon the request of Buyer (or the Administrative Agent, as Buyer’s collateral assignee), the Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) The Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records (other than the Specified Contracts) relating to the Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator the Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originatorthe Seller’s right and title to and interest in the Records all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to all the Receivables sold or contributed by it hereunder(collectively, the “Records”), without the need for any further documentation in connection with the Purchasesany Purchase hereunder. In connection with such transfer, Originator the Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and its assigns and the Servicer Collection Agent an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by Originator the Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software is and programs are owned by Originator the Seller or is are owned by others and used by Originator the Seller under license agreements with respect thereto, ; provided, that should the consent of any licensor of the Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator the Seller hereby agrees that upon the request of the Buyer (or Buyer’s assignee), Originator will the Collection Agent to use its reasonable best efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall not terminate until the date on which all Purchased Receivables have been collected or written off. To the Final Payout Dateextent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and Nalco Company is no longer the Collection Agent, the Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If the Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then the Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Seller to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent, the Buyer hereby grants to the Seller an irrevocable license to access the Records transferred by the Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of the Seller’s business or in performance of the Seller’s duties as a Collection Agent, provided, however, that the Seller shall not disrupt or otherwise interfere with the Buyer’s or the Collection Agent’s use of and access to the Records and its computer software and programs during such license period. (b) Originator (i) The Seller shall take such action reasonably requested by the Buyer and/or any of the Administrative Agent (as Buyer’s assignee)assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Purchased Receivables purchased from the Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases its sale of Receivables by an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereundersuch Receivables, without the need for any further documentation in connection with the Purchasespurchase. In connection with such transfer, such Originator hereby grants to each of the Buyer, the Servicer and the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the its Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of the Buyer (or Buyer’s the Administrative Agent as its assignee), Originator such -Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each of the Originators (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as the Buyer’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest interest, and each of its assigns has an enforceable Security Interest, in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or license, sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the . There will be no need for any further documentation in connection with the Purchasesany Purchase, other than documents specifically required by this Agreement. In connection with such transfer, Originator Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the applicable Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Seller (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns Buyer's Assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, Originator ASP hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorASP’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, Originator ASP hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the each Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator ASP to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator ASP or is owned by others and used by Originator ASP under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator ASP hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator ASP will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator ASP (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit and Security Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from ASP hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the each Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Transfer of Receivables a Receivable by an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyerthe Administrative Agent, as Xxxxx’s collateral assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Date.date this Agreement terminates in accordance with its terms. 765800784 14448925 4 4871-5521-5052, v.3 (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, Originator Transferor hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer Transferee all of OriginatorTransferor’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, Originator Transferor hereby grants to each of BuyerTransferee, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator Transferor to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator Transferor or is owned by others and used by Originator Transferor under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator Transferor hereby agrees that that, upon the request of Buyer Transferee (or Buyerthe Agent, as Transferee’s assignee), Originator Transferor will use its commercially reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, Unpaids and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Transferor (i) shall take such action reasonably requested by Buyer Transferee and/or the Administrative Agent (as BuyerTransferee’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Transferee and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Transferor hereunder, and (ii) shall use its commercially reasonable efforts to ensure that BuyerTransferee, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such RecordsRecords to the extent necessary or reasonably desirable to service the Receivables or exercise any right of the Transferee (or its assigns) hereunder with respect to such Receivables.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, Originator NSI Georgia hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s NSI Georgia's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, Originator NSI Georgia hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator NSI Georgia to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator NSI Georgia or is owned by others and used by Originator NSI Georgia under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator NSI Georgia hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator NSI Georgia will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator NSI Georgia (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit and Security Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from NSI Georgia hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator The Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originatorthe Seller’s right right, title and title interest in, to and interest in under the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany related Purchase. In connection with such transferconveyance, Originator the Seller hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator the Seller to account for the Receivables, Receivables to the extent necessary to administer the Receivables, whether such software is owned by Originator the Seller or is owned by others and used by Originator the Seller under license agreements with respect thereto, provided, ; provided that should the consent of any third-party licensor of such software be required for in connection with the grant of any such license, the license described herein, to be effective, Originator Seller hereby agrees that that, upon the request of the Buyer (or Buyer’s assignee)the Administrative Agent, Originator the Seller will use its reasonable efforts to obtain the consent of such third-party licensorconsent. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator The Seller shall (i) shall from time to time, take such action reasonably as may be requested by the Buyer and/or or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereundersold or contributed to the Buyer and that the Administrative Agent, on behalf of the Lenders, has a valid and perfected first priority security interest in such Records and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or license, sublicense or otherwise) to use all of the computer software used by Originator the Seller to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunderhereunder to the extent necessary to enforce the rights of the Buyer with respect to such Receivables, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements agreements, if any, with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Administrative Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany Purchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of the Buyer (or the Administrative Agent as the Buyer’s assignee), Originator ) it will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)any Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, from such Originator hereunder and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase from Originator of Receivables hereunderoriginated by it, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the such Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by Originator to account for the Receivables originated by it prohibits Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by Originator of the license to use described herein. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaidsaggregate Outstanding Balance, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that -------- should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records (other than Contracts) and other Related Security relating to all of its Receivables sold hereunder and all rights (with respect to enforcement or contributed by it otherwise) under the Contracts relating to all of its Receivables sold hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Administrative Agent as Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensorlicensor and provided further that none of the Buyer, the Administrative Agent or the Servicer shall exercise its rights to such license until after the occurrence of an Amortization Event. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. Upon the termination of this Agreement any such software used by the Buyer, the Administrative Agent or the Servicer during the term of this Agreement shall be returned to the applicable Originator. (b) Each Originator (i) shall take such all action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records and other Related Security relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records, including, without limitation, any such action reasonably requested by the Buyer and/or the Administrative Agent (as the Buyer’s assignee) from time to time hereafter.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s such Seller's right and title to and interest in the Records all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to all the Receivables sold or contributed by it hereunder(collectively, the "Records"), without the need for any further documentation in connection with the Purchasesany Purchase hereunder. In connection with such transfer, Originator each Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and its assigns and the Servicer Collection Agent an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by Originator such Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software is and programs are owned by Originator such Seller or is are owned by others and used by Originator such Seller under license agreements with respect thereto, ; provided, that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of the Buyer (or Buyer’s assignee), Originator will the Collection Agent to use its reasonable best efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall not terminate until the date on which all Purchased Receivables have been collected or written off. To the Final Payout Dateextent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and Nalco Company is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license period. (b) Originator (i) Each Seller shall take such action reasonably requested by the Buyer and/or any of the Administrative Agent (as Buyer’s assignee)'s assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Purchased Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator Morningstar hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s its right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator Morningstar hereby grants to each of Buyer, Dairy Group, L.P., the Administrative Agent (as Buyer’s assignee) and the Servicer of the Receivables an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator Morningstar to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator Morningstar or is owned by others and used by Originator Morningstar under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator Morningstar hereby agrees that upon the request of Buyer (Buyer, Dairy Group L.P., the Agent or Buyer’s assignee)the Servicer of the Receivables, Originator Morningstar will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Morningstar (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assigneeor its assigns), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Sale Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Morningstar hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, Dairy Group L.P., the Administrative Agent (as Buyer’s assignee) and any Servicer of the Servicer Receivables each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate that the Aggregate Unpaids have been repaid in full and this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator each Seller Party hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer Finance Subsidiary all of Originator’s such Seller Party's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator each Seller Party hereby grants to each of BuyerFinance Subsidiary, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller Party to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator such Seller Party or is owned by others and used by Originator such Seller Party under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Seller Party to such grant of the license described hereinherein be required, to be effective, Originator such Seller Party hereby agrees that upon the request of Buyer Finance Subsidiary (or Buyer’s the Agent as Finance Subsidiary's assignee), Originator such Seller Party will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator The Seller Agent and each Seller (i) shall take such action reasonably requested by Buyer Finance Subsidiary and/or the Administrative Agent (as Buyer’s Finance Subsidiary's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Finance Subsidiary and its assigns under the Receivables Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerFinance Subsidiary, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase (it being understood and agreed that any Records that are not freely assignable (whether by express provision or by virtue of confidentiality provisions) according to their terms are excluded from such sale, transfer, assignment or conveyance; provided, that upon reasonable request of the Buyer (or its assigns), the applicable Originator will use its reasonable efforts to obtain consent to the assignment from the relevant counterparty). In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the reasonable request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunderfrom the Originators hereunder ; provided, however, that the applicable Originator shall not be required to take any actions with respect to its Records other than those required by Sections 1.6(a) and 4.1(e) hereto unless and until an Unmatured Amortization Event has occurred, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase; provided, however, certain consumer information related to the Receivables shall not be transferred to Buyer in accordance with Section 54.8 of the Pennsylvania Public Utility Commission Regulations. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of all of Buyer's Obligations under the Aggregate Unpaids, and shall terminate on the Final Payout DateCredit Agreement. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer has an enforceable ownership interest, and its assigns under the Purchase Credit Agreement have an enforceable ownership and/or security interest interest, in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records; provided, however, certain consumer information related to the Receivables shall not be available in accordance with Section 54.8 of the Pennsylvania Public Utility Commission Regulations.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s such Origina tor's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer of its Receivables an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the applicable Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor licenser of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensorlicenser. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensorlicensor and will pay any license or sub-license rights, costs, fees or other expenses in connection with such third-party licensor consent. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement LFA have an enforceable ownership and/or or security interest interest, as applicable, in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase (it being understood and agreed that any Records that are not freely assignable (whether by express provision or by virtue of confidentiality provisions) according to their terms are excluded from such sale, transfer, assignment or conveyance; provided, that upon reasonable request of the Buyer (or its assigns), the applicable Originator will use its reasonable efforts to obtain consent to the assignment from the relevant counterparty). In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the reasonable request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from the Originators hereunder; provided, however, that the applicable Originator shall not be required to take any actions with respect to its Records other than those required by Sections 1.6(a) and 4.1(e) hereto unless and until an Unmatured Amortization Event has occurred, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorSeller’s right and title to to, and interest in in, the Records relating to all Receivables sold or contributed by it hereundersuch Receivables, without the need for any further documentation in connection with the Purchasestheir conveyance or Purchase. In connection with such transfer, Originator Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-non- exclusive license to use, without royalty or payment of any kind, all software used by Originator Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator Seller or is owned by others and used by Originator Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license Each of the licenses granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Seller (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from or contributed by Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Deal Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (the Servicer or Buyer’s assignee)the Deal Agent, Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Deal Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Deal Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator the Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originatorthe Seller’s right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) and rights under the Records provisions of, and rights to access, use and possess, the Contracts relating to all the Receivables sold or contributed by it hereundermaintained with respect to Receivables and the related Obligors (collectively, the “Records”), without the need for any further documentation in connection with the Purchasesany Purchase hereunder. In connection with such transfer, Originator the Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and its assigns and the Servicer Collection Agent an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by Originator the Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software is and programs are owned by Originator the Seller or is are owned by others and used by Originator the Seller under license agreements with respect thereto, ; provided, that should the consent of any licensor of the Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator the Seller hereby agrees that upon the request of the Buyer (or Buyer’s assignee), Originator will the Collection Agent to use its reasonable best efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall not terminate until the date on which all Purchased Receivables have been collected or written off. To the Final Payout Dateextent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and Nalco Company is no longer the Collection Agent, the Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If the Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then the Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Seller to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent, the Buyer hereby grants to the Seller an irrevocable license to access the Records transferred by the Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of the Seller’s business or in performance of the Seller’s duties as a Collection Agent, provided, however, that the Seller shall not disrupt or otherwise interfere with the Buyer’s or the Collection Agent’s use of and access to the Records and its computer software and programs during such license period. (b) Originator (i) The Seller shall take such action reasonably requested by the Buyer and/or any of the Administrative Agent (as Buyer’s assignee)assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Purchased Receivables purchased from the Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator SunGard Financing hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer SunGard Funding II all of OriginatorSunGard Financing’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator SunGard Financing hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer SunGard Funding II an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator SunGard Financing to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator SunGard Financing or is owned by others and used by Originator SunGard Financing under license agreements with respect thereto, provided, provided that should the consent of any licensor of SunGard Financing to such software be required for the grant of the license described hereinherein be required, to be effective, Originator SunGard Financing hereby agrees that upon the request of Buyer (or Buyer’s assignee)SunGard Funding II, Originator SunGard Financing will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator SunGard Financing (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee)SunGard Funding II, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement SunGard Funding II have an enforceable ownership and/or security interest in the Records (and is able to grant a perfected first priority security interest) relating to the Receivables purchased from SunGard Financing hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerSunGard Funding II, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its commercially reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Transfer of Receivables a Receivable by an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyerthe Administrative Agent, as Xxxxx’s collateral assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer Xxxxx and/or the Administrative Agent (as BuyerXxxxx’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its 765800784 14448925 4 4871-5521-5052, v.3 reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchase of the Receivables hereunder, the Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with any purchase of Receivables, subject, however, to the Purchasesrequirements of A.R.S. ss. 6-1401 et. seq. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-third party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (ba) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns assignees under the Purchase Second Tier Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunderfrom Originator, subject, however, to the requirements of A.R.S. ss. 6-1401 et seq. and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent each has have an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases sales of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer P&L all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it such Originator hereunder, without the need for any further documentation in connection with the Purchasesany sale. In connection with such transfer, each Originator hereby grants to each of BuyerP&L (and SPV and the Agent, the Administrative Agent (as Buyer’s assigneeassignees of P&L) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer P&L (or Buyer’s assignee)SPV or the Agent, as assignees of P&L) or the Servicer, such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate on which all Aggregate Unpaids under the Receivables Purchase Agreement have been paid in full. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or P&L (or SPV or the Administrative Agent (Agent, as Buyer’s assignee), assignees of P&L) from time to time hereafter, that may be necessary or reasonably appropriate to ensure that Buyer and its assigns under the Purchase Agreement have P&L has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased sold by such Originator to P&L hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) P&L and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, the Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of the Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany Purchase. In connection with such transfer, the Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Originator or is owned by others and used by the Originator under license agreements with respect thereto, provided, that PROVIDED THAT should the consent of any licensor of the Originator to such software be required for the grant of the license described hereinherein be required, to be effective, the Originator hereby agrees that upon the request of the Buyer (or the Agent as the Buyer’s 's assignee), Originator ) it will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) The Originator (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, from the Originator hereunder and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorSeller’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator Seller or is owned by others and used by Originator Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator Seller hereby agrees that upon the request of Buyer (or the Agent or any Managing Agent as Buyer’s assigneeassignees), Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Seller (i) shall take such action reasonably requested by Buyer and/or (or the Administrative Agent (or any Managing Agent as Buyer’s assigneeassignees), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Seller hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or license, sublicense or otherwise) to use all of the computer software used by Originator Seller to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or license, sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchases of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s such Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany purchase. In connection with such transfer, Originator each Seller hereby grants to each of the Buyer, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, PROVIDED that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (the Buyer, the Servicer or Buyer’s assignee)the Collateral Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Collateral Agent, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables Purchased Assets hereunder, Originator hereby sells or contributeseach of the Originators is selling, as applicabletransferring, transfers, assigns assigning and otherwise conveys conveying to the Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it such Originator hereunder, without the need for any further documentation in connection with the Purchasesany Purchase. In connection with such transfer, Originator each of the Originators hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) Agent, the Surety Provider, and the Servicer and all of their respective successors and assigns, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables sold by it, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, ; provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (the Buyer, the Controlling Party or Buyer’s assignee)the Agent, such Originator will use its reasonable efforts to obtain the consent of such third-party licensor, provided, however, that if such consent is not granted, each Originator agrees to cooperate with WFLLC, Funding, the Agent, the Servicer or the Surety Provider in the use of the related software. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each of the Originators (i) shall take such action reasonably requested by Buyer and/or the Administrative Buyer, the Agent (as Buyer’s assignee)or the Surety Provider, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement successors and assignees have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts efforts, to ensure that the Buyer, the Administrative Agent (as Buyer’s assignee) Agent, the Surety Provider and the Servicer and all of their respective successors and assigns each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator Interface hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer SPV all of Originator’s Interface's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator Interface hereby grants to each of BuyerSPV, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator Interface to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator Interface or is owned by others and used by Originator Interface under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator Interface hereby agrees that upon the request of Buyer SPV (or Buyer’s assigneeSPV's secured party), Originator Interface will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsUnpaid Balance, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Interface (i) shall take such action reasonably requested by Buyer SPV and/or the Administrative Agent Administrator (as Buyer’s assigneeSPV's secured party), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer SPV and its assigns under the Purchase Loan Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerSPV, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Qualified Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Qualified Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative GFII, the Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Qualified Receivables, to the extent necessary to administer the Qualified Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or GFII as Buyer’s assignee or the Agent as GFII’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer Buyer, GFII (as Buyer’s Assignee) and/or the Administrative Agent (as BuyerGFII’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that (A) Buyer and its Buyer’s assigns under the Purchase and Sale Agreement and (B) GFII and GFII’s assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Qualified Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, GFII, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Qualified Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases sales of U.S. Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer W1R all of such Originator’s 's right and title to and interest in the Records relating to all U.S. Receivables sold or contributed by it such Originator hereunder, without the need for any further documentation in connection with the Purchasesany sale. In connection with such transfer, each Originator hereby grants to each of BuyerW1R (the Agent, the Administrative Agent (as Buyer’s W1R's assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its U.S. Receivables, to the extent necessary to administer the such U.S. Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer W1R (or Buyer’s the Agent, as W1R's assignee)) or the Servicer, such Originator will use its reasonable efforts to obtain the consent of such third-party licensorlicensor and until such consent is obtained, no license is granted to W1R or the Agent hereunder with respect to the software requiring consent. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate on which all Aggregate Unpaids under the U.S. Receivables Purchase Agreement have been paid in full. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or W1R (or the Administrative Agent (Agent, as Buyer’s W1R's assignee), ) from time to time hereafter, that may be necessary or reasonably appropriate to ensure that Buyer and its assigns under the Purchase Agreement have W1R has an enforceable ownership and/or security interest in the Records relating to the U.S. Receivables purchased sold by such Originator to W1R hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) W1R and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such U.S. Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator IPCO hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorIPCO’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator IPCO hereby grants to each of Buyer, the Administrative Agent (and each Person who succeeds IPCO as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator IPCO to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator IPCO or is owned by others and used by Originator IPCO under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator IPCO hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator IPCO will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsObligations, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator IPCO (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit and Security Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from IPCO hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer (if other than IPCO) each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, the Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of the Originator’s right and title to and interest in the Records (other than the Specified Contracts) relating to all Receivables sold such Receivable and, to the extent provided by Section 9-404, 9-405, 9-406 or contributed by it hereunder9-408 of the UCC, the Specified Contracts relating to such Receivable, in each case without the need for any further documentation in In connection with the Purchasessuch Transfer. In connection with each such transferTransfer, the Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary to administer the such Receivables, whether such software is owned by the Originator or is owned by others and used by the Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Originator hereby agrees that upon the request of Buyer (or the Administrative Agent, as Buyer’s collateral assignee), the Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) The Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records (other than the Specified Contracts) relating to the Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator SunGard Financing hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer SunGard Funding all of OriginatorSunGard Financing’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator SunGard Financing hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer SunGard Funding an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator SunGard Financing to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator SunGard Financing or is owned by others and used by Originator SunGard Financing under license agreements with respect thereto, provided, provided that should the consent of any licensor of SunGard Financing to such software be required for the grant of the license described hereinherein be required, to be effective, Originator SunGard Financing hereby agrees that upon the request of Buyer (or Buyer’s assignee)SunGard Funding, Originator SunGard Financing will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator SunGard Financing (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee)SunGard Funding, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement SunGard Funding have an enforceable ownership and/or security interest in the Records (and is able to grant a perfected first priority security interest) relating to the Receivables purchased from SunGard Financing hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerSunGard Funding, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) JWPR Corporation and the Servicer Agent an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer or the Agent (or Buyer’s as the ultimate assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) JWPR Corporation and the Servicer Agent each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.an

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsObligations, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit and Security Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchases of Private Receivables and Participatiion Interests hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originatorsuch Seller’s right and title to and interest in the Records relating to all Private Receivables and the Specified Government Receivables the subject of Participation Interests sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany purchase. In connection with such transfer, Originator each Seller hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer such Receivables following replacement of Quest Diagnostics (or any of its Affiliates) as the ReceivablesServicer, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (the Buyer, the Servicer or Buyer’s assignee)the Administrative Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Private Receivables and the Specified Government Receivables the subject of Participation Interests purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records (other than Contracts) relating to all of its Receivables sold hereunder and all rights (with respect to enforcement or contributed by it otherwise) under the Contracts relating to all of its Receivables sold hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensorlicensor and provided further that none of the Buyer, the Agent or the Servicer shall exercise its rights to such license until after the occurrence of an Amortization Event. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. Upon the termination of this Agreement any such software used by the Buyer, the Agent or the Servicer during the term of this Agreement shall be returned to the applicable Originator. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Transfer from the Parent of Receivables hereunderowned by it, Originator the Parent hereby sells or contributes, as applicable, transfers, assigns and otherwise conveys to Buyer the SPV all of Originator’s the Parent's right and title to and interest in the Records relating to all Receivables sold or contributed transferred by it hereunder, without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with such transfer, Originator the Parent hereby grants to each of Buyerthe SPV, the Administrative Agent (as Buyer’s assignee) and the Master Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator the Parent to account for the such Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator the Parent or is owned by others and used by Originator the Parent under license agreements with respect thereto, provided, that PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator the Parent hereby agrees that upon the request of Buyer the SPV (or Buyer’s the SPV's assignee), Originator the Parent will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by the Parent to account for the Receivables originated by it prohibits the Parent from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by the Parent of the license to use described herein. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaidsaggregate Outstanding Balance of the Receivables transferred by the Parent hereunder, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator The Parent (i) shall take such action reasonably requested by Buyer the SPV and/or the Administrative Agent (as Buyer’s the SPV's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer the SPV and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased transferred by the Parent hereunder, and (ii) shall use its reasonable efforts to ensure that Buyerthe SPV, the Administrative Agent (as Buyer’s assigneeon behalf of the Secured Parties) and the Master Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of the Buyer, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, PROVIDED that should the consent of any licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of the Buyer (or the Collateral Agent or any Managing Agent as the Buyer’s assignee's assignees), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by the Buyer and/or the Administrative Collateral Agent or any Managing Agent (as the Buyer’s assignee's assignees), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that the Buyer, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchases of Receivables hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s such Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany purchase. In connection with such transfer, Originator each Seller hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer such Receivables following replacement of Quest Diagnostics (or any of its Affiliates) as the ReceivablesServicer, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, PROVIDED that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (the Buyer, the Servicer or Buyer’s assignee)the Administrative Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases transfer of Transferred Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys conveys, and delivers, to Buyer Transferee all of such Originator’s right and title to and interest in the Records relating to all Transferred Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with such sale, assignment, transfer or other conveyance (it being understood and agreed that any Records that are not assignable (whether by express restriction not rendered ineffective by the PurchasesUCC or by virtue of confidentiality provisions) according to their terms are excluded from such sale, transfer, assignment or conveyance; provided, that upon reasonable request of Transferee (or its assigns), the applicable Originator will use its commercially reasonable efforts to obtain consent to the assignment from the relevant counterparty). In connection with such transfer, each Originator hereby grants to each of BuyerTransferee, the Administrative Collateral Agent (so long as Buyer’s assigneeany Obligations remain outstanding) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesTransferred Receivables originated by such Originator, to the extent necessary to administer the ReceivablesTransferred Receivables originated by such Originator, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, ; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the request of Buyer Transferee, the Collateral Agent (so long as any Obligations remain outstanding) or Buyer’s assignee)the Servicer, such Originator will use its commercially reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate UnpaidsObligations and termination of all Commitments under the Credit Agreement, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer Transferee and/or the Administrative Collateral Agent (as BuyerTransferee’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that Buyer Transferee and its assigns under the Purchase Credit Agreement have an enforceable ownership and/or security interest in the Records transferred to Transferee under Section 2.06(a) by such Originator relating to the Transferred Receivables purchased hereunder, from such Originator hereunder and (ii) shall use its commercially reasonable efforts to ensure that BuyerTransferee, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense sublicense, subject to obtaining any required licensor consent requested under Section 2.06(a), or otherwise) ), until the payment in full of all the Obligations and termination of all Commitments under the Credit Agreement, to use all of the computer software used by such Originator to account for the Transferred Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative RECEIVABLES SALE AGREEMENT Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunderhereunder or under the Prior Sale Agreement, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereundersuch Receivables, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effectiveeffective or to avoid a violation of such license, the foregoing grant shall not be effective until such consent is obtained, and each Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator it will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunderfrom such Originator hereunder or under the Prior Sale Agreement, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchases of Private Receivables and Participation Interests hereunder, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originatorsuch Seller’s right and title to and interest in the Records relating to all Private Receivables and the Specified Government Receivables the subject of Participation Interests sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany purchase. In connection with such transfer, Originator each Seller hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer such Receivables following replacement of Quest Diagnostics (or any of its Affiliates) as the ReceivablesServicer, whether such software is owned by Originator such Seller or is owned by others and used by Originator such Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the Seller to such grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (the Buyer, the Servicer or Buyer’s assignee)the Administrative Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Seller (i) shall take such action reasonably requested by the Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Private Receivables and the Specified Government Receivables the subject of Participation Interests purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunderPurchase, Originator each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s each Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the Receivables. There will be no need for any further documentation in connection with the PurchasesPurchase, other than documents specifically required by this Agreement. In connection with such transfer, Originator each Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator each Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator each such Seller or is owned by others and used by Originator Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of any Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator any hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Seller (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as or Buyer’s assignee's Assigns), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns Buyer's Assigns under the Purchase Sale Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from each Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer or Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each 's Assigns has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Master Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, each Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Master Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Servicer, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent or any Managing Agent as Buyer’s assignee's assignees), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or (or the Administrative Agent (or any Managing Agent as Buyer’s assignee's assignees), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or license, sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables a Receivable from an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall shall, at the request of Buyer and/or the Agent (as Buyer's assignee) use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables from each Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it such Originator hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, such Originator hereby grants to each of Buyer, the Administrative Program Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Program Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Program Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator OMNOVA hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s OMNOVA's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany Purchase. In connection with such transfer, Originator OMNOVA hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator OMNOVA to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator OMNOVA or is owned by others and used by Originator OMNOVA under license agreements with respect thereto, provided, PROVIDED that should the consent of any licensor of OMNOVA to such software be required for the grant of the license described hereinherein be required, to be effective, Originator OMNOVA hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator OMNOVA will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator OMNOVA (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from OMNOVA hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables a Receivable from an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Purchase. In connection with such transfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables Contracts hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer Purchaser all of such Originator’s right and title to and interest in the Records relating to all Receivables Contracts sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of BuyerPurchaser, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivablesits Contracts, to the extent necessary to administer the Receivablessuch Contracts, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer Purchaser (or BuyerPurchaser’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaidspurchased Contract, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer Purchaser and/or the Administrative Agent (as BuyerPurchaser’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Purchaser and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables Contracts purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerPurchaser, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables Contracts and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, the Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of the Originator’s right and title to and interest in the Records (other than the Specified Contracts) relating to all Receivables sold such Receivable and, to the extent provided by Section 9-404, 9-405, 9-406 or contributed by it hereunder9-408 of the UCC, the Specified Contracts relating to such Receivable, in each case without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, the Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary to administer the such Receivables, whether such software is owned by the Originator or is owned by others and used by the Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Originator hereby agrees that upon the request of Buyer (or the Administrative Agent, as Buyer’s collateral assignee), the Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) The Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records (other than the Specified Contracts) relating to the Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator each Original Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer Originator all of Originator’s such Original Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator each Original Seller hereby grants to each of BuyerOriginator, SPV, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Original Seller to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator such Original Seller or is owned by others and used by Originator such Original Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator such Original Seller hereby agrees that upon the request of Buyer Originator (or Buyer’s Originator's assignee), Originator such Original Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Original Seller (i) shall take such action reasonably requested by Buyer Originator, SPV (as Originator's assignee) and/or the Administrative Agent (as Buyer’s SPV's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Originator, SPV and its their respective assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Original Seller hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerOriginator, SPV, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the . There will be no need for any further documentation in connection with the Purchasesany Purchase, other than documents specifically required by this Agreement. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may May be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any -------- licensor of such software be required for the Originator to such grant of the license described hereinherein be required, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Collateral Agent or any Managing Agent, as Buyer’s assignee's assignees), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms and all amounts payable hereunder in respect of any Receivables or otherwise have been paid in full. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or (or the Administrative Collateral Agent (or any Managing Agent, as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Collateral Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator each Original Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer Interface all of Originator’s such Original Seller's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator each Original Seller hereby grants to each of BuyerInterface, SPV, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Original Seller to account for the its Receivables, to the extent necessary to administer the such Receivables, whether such software is owned by Originator such Original Seller or is owned by others and used by Originator such Original Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator such Original Seller hereby agrees that upon the request of Buyer Interface (or Buyer’s Interface's assignee), Originator such Original Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsUnpaid Balance, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Each Original Seller (i) shall take such action reasonably requested by Buyer Interface, SPV (as Interface's assignee) and/or the Administrative Agent Administrator (as Buyer’s assigneeSPV's secured party), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Interface, SPV and its their respective assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Original Seller hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerInterface, SPV, the Administrative Agent (as Buyer’s assignee) Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases purchase of Receivables hereunderthe Receivables, Originator the Related Security and all related Collections hereunder and the transfer of the Residual Interest pursuant to the Contribution Agreement, each Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originatorsuch Seller’s right and title to and interest in the Records relating to the Residual Interest and all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with any purchase of Receivables, subject, however, to the Purchasesrequirements of A.R.S. §6-1401 et seq., to which each Seller agrees to comply. In connection with such transfer, Originator each Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator such Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator such applicable Seller or is owned by others and used by Originator such applicable Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of a Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator such Seller hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator it will use its reasonable efforts to obtain the consent of such third-third party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Date. (b) Originator date this Agreement terminates in accordance with its terms. The Sellers shall (i) shall take such action reasonably requested by Buyer and/or the Co-Collateral Agents or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns assignees under the Purchase Second Tier Agreement have an enforceable ownership and/or security interest in the Records relating to the Residual Interest and the Receivables purchased hereunderfrom the Sellers, subject, however, to the requirements of A.R.S. §6-1401 et seq., to which each Seller agrees to comply and (ii) shall use its their reasonable efforts to ensure that Buyer, the Co-Collateral Agents, the Administrative Agent (as Buyer’s assignee) and the Servicer Collection Agent each has have an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator Seller hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorSeller’s right and title to to, and interest in in, the Records relating to all Receivables sold or contributed by it hereundersuch Receivables, without the need for any further documentation in connection with the Purchasestheir conveyance or Purchase. In connection with such transfer, Originator Seller hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator Seller to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator Seller or is owned by others and used by Originator Seller under license agreements with respect thereto, provided, provided that should the consent of any licensor of Seller to such software be required for the grant of the license described hereinherein be required, to be effective, Originator Seller hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The license Each of the licenses granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator Seller (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Receivables Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Seller hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator IPFS hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of OriginatorIPFS’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the PurchasesPurchase. In connection with such transfer, Originator IPFS hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator IPFS to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator IPFS or is owned by others and used by Originator IPFS under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, Originator IPFS hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator IPFS will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate UnpaidsObligations, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator IPFS (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Credit and Security Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from IPFS hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, Originator each of the Sellers hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer the Purchaser all of Originator’s its right and title to and interest in the Records relating to all of its Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchasesany Purchase. In connection with such transfer, Originator each of the Sellers hereby grants to each of Buyerthe Purchaser, the Collection Agent and the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, use without royalty or payment of any kind, all software used by Originator such Seller to account for the its Receivables, to the extent necessary to administer the its Receivables, whether such software is owned by Originator Tyson or is owned by others and used by Originator Tyson under license agreements with respect thereto, provided, but only to the extent permitted by such license; provided that should the consent of any licensor of to such software be required for the grant of the license described hereinherein be required, to be effective, Originator hereby each Seller agrees that upon the earlier of the Termination Date or the replacement of Tyson as the Collection Agent, and upon the request of Buyer (the Purchasers, the Collection Agent or Buyer’s assignee)the Administrative Agent, Originator such Seller will use its reasonable efforts to obtain the consent of such third-party licensor. The irrevocable license hereby granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate when the Net Investment has been reduced to zero, all other Aggregate Unpaids have been paid in full and the Commitments have been terminated. Each of the Purchaser, the Collection Agent and the Administrative Agent agree that such license shall be subject to such reasonable restrictions as the Sellers shall request for the purpose of protecting intellectual property rights of the owners of such software. (b) Originator (i) Each Seller shall take such action reasonably as requested by Buyer and/or the Administrative Agent (as Buyer’s assignee)Purchaser, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer the Purchaser and its assigns under the Purchase Agreement assignees have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer Records and all software used by Originator to account for the Receivables and/or to recreate such Recordsrecords. (c) The use of Records by the Purchaser is subject to Section 9.14 of this Agreement.

Transfer of Records. (a) In connection with the Purchases each Transfer of Receivables a Receivable by an Originator hereunder, such Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, such Receivable without the need for any further documentation in connection with the Purchasessuch Transfer. In connection with each such transferTransfer, such Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary to administer the such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or the Administrative Agent, as Buyer’s 's collateral assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full in cash of the Aggregate Unpaids, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have has an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to Buyer all of Originator’s 's right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchases. In connection with such transfer, Originator hereby grants to each of Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided, provided that should the consent of any licensor of Originator to such software be required for the grant of the license described herein, to herein be effectiverequired, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s 's assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate Unpaidsirrevocable, and shall terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. (b) Originator (i) shall take such action reasonably requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership and/or security interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent (as Buyer’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used by Originator to account for the Receivables and/or to recreate such Records.