Common use of Maintenance of Books and Records Clause in Contracts

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company in connection with its conveyance of the Loans to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Loans and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager Debtor shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by the Receiver to the Company Debtor in connection with its conveyance of the Underlying Loans and any Acquired Property to the Company under Debtor pursuant to the Contribution Agreement), at all times, at the CompanyDebtor’s chief executive office referred to in Section 2.4office, a complete and accurate set of files, books and records regarding the Loans Collateral, the Underlying Loans, the Underlying Collateral and the Underlying CollateralAcquired Property and Debtor’s, and the Companyany Ownership Entity’s and the relevant secured parties’ Collateral Agent’s interests in the Loans Collateral, the Underlying Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, Debtor Accounts and the disbursement of all Underlying Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or CompanyDebtor’s custody, possession or control pertaining to the Loans Collateral, the Underlying Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including (except as required to be held by the Custodian Custodian/Paying agent pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Collateral, the Underlying Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, all documentation relating to items of income and expense pertaining to the Loans Collateral, the Underlying Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, and all of the ManagerDebtor’s (and each the Servicer’s and Subservicereach subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateralthereto. The books of account shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company Debtor are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreementthe LLC Operating Agreement and the other Ancillary Documents; and (bii) transactions of the Company Debtor are recorded in such form and manner as will: will (iA) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and the other Ancillary Documents and as required by Law; (iiB) permit preparation of the CompanyDebtor’s financial statements in accordance with GAAP and as otherwise set forth herein in the LLC Operating Agreement and the provisions of the reports required to be provided hereunderother Ancillary Documents; and (iiiC) maintain accountability for the CompanyDebtor’s assets.

Maintenance of Books and Records. (i) At all times during the continuance of the CompanyCompany (and thereafter, subject to Section 1(c) below), the Manager shall must cause to be kept and maintained in an accessible manner (including by the Servicer Servicer, any Subservicer, any JDC Contractor and any Ownership Entity and including records transferred by Receiver the Transferor to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Transfer Agreement), at all times, at the Company’s chief executive office referred to in Section 2.42.4 of the LLC Operating Agreement, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ any Ownership Entity’s interests in the Loans Assets and the Underlying Collateral, including the Company’s general ledger, records relating to the Collection each Company Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. This obligation to maintain a complete and accurate set of records shall encompass encompasses all files in or subject to the Manager’s or the Company’s custody, possession or control pertaining to the Loans and Assets or the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation (or, to the extent any original documentation must be given to any other Person, copies of such original documentation) pertaining to the Loans and Assets, the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and Assets, or the Underlying Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s and any JDC Contractor’s) internal memoranda pertaining to the Loans and Assets or the Underlying Collateral. The books of account shall must be maintained in a manner that that, and the Manager must cause to be maintained a system of internal controls and procedures that, provides reasonable and sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of management of the Manager consistent with the provisions of this the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: : (ix) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.;

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver the Initial Member and any predecessors-in-interest (including the Failed Bank) to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, the Company Development Account, any account(s) created under the Advance Facility, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Asset Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or the Company’s custody, possession or control pertaining to the Loans Assets and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Assets and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans Assets and the Underlying Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s) internal memoranda pertaining to the Loans Assets and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: : (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.

Maintenance of Books and Records. (i) At all times during the continuance of the CompanyCompany (and thereafter, subject to Section 1(c) below), the Manager shall must cause to be kept and maintained in an accessible manner (including by the Servicer Servicer, any Subservicer, any JDC Contractor and any Ownership Entity and including records transferred by Receiver the Transferor to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Transfer Agreement), at all times, at the Company’s chief executive office referred to in Section 2.42.4 of the LLC Operating Agreement, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ any Ownership Entity’s interests in the Loans Assets and the Underlying Collateral, including the Company’s general ledger, records relating to the Collection each Company Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. This obligation to maintain a complete and accurate set of records shall encompass encompasses all files in or subject to the Manager’s or the Company’s custody, possession or control pertaining to the Loans and Assets or the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation (or, to the extent any original documentation must be given to any other Person, copies of such original documentation) pertaining to the Loans and Assets, the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and Assets, or the Underlying Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s and any JDC Contractor’s) internal memoranda pertaining to the Loans and Assets or the Underlying Collateral. The books of account shall must be maintained in a manner that that, and the Manager must cause to be maintained a system of internal controls and procedures that, provides reasonable and sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of management of the Manager consistent with the provisions of this the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: : (ix) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and as required by Law; (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iiiz) maintain accountability for the Company’s assets., (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and

Maintenance of Books and Records. At all times during (a) For the continuance duration of this Agreement, the Administrator shall maintain, in machine readable format and at a location to be agreed upon by the Administrator and the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company in connection with its conveyance of the Loans to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Loans and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans and the Underlying Collateral, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control transactions pertaining to the Loans Policies, Post-Closing Policies and the Underlying CollateralSeparate Accounts, including (except as required including, but not limited to, any Claims and litigation files submitted or generated in respect of the Policies and Post-Closing Policies and any documents relating thereto, any communications relating to be held any Policy or Post-Closing Policy, any communication with any Governmental Authority, complaint logs and all data used by the Custodian pursuant to Administrator in the Custodial performance of services required under this Agreement. These books and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account records shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company are executed in accordance with the general or specific authorization prudent standards of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Lawinsurance record-keeping; (ii) permit preparation of the Company’s financial statements in accordance with GAAP New York Insurance Department Regulation 152 and as otherwise set forth herein any and the provisions of the reports required to be provided hereunderall other Applicable Laws; and (iii) maintain accountability in a format no less accessible than the format in which such books and records are maintained by the Company or its designee on the Closing Date. All books and records pertaining to a Policy or Post-Closing Policy, including those generated by the Administrator after the Closing Date, shall continue to be owned by the Company and shall be made available to the Company, its auditors or other designees, during normal business hours and at any other time on reasonable notice, for review, inspection, examination and reproduction. Upon any termination of this Agreement, all books and records pertaining to Policies or Post-Closing Policies shall be delivered promptly to the Company or such other person or entity as the Company shall designate in writing. All books and records and other information pertaining to Policyholders shall be maintained and processed by the Administrator with due and careful regard for the Company’s assetsPolicyholder's rights of confidentiality. (b) The Administrator shall back up all of its computer files used in the performance of Administrative Services on the same basis as it backs up its computer files used in connection with all of its business at the time such Administrative Services are rendered and shall maintain back-up files in the same fashion. (c) The Administrator shall maintain facilities and procedures reasonably acceptable to the Company for safekeeping all records used in the performance of Administrative Services. (d) The Administrator shall maintain all books and records required to be maintained pursuant to this Section 3.01 in accordance with New York Insurance Department Regulation 152, the provisions of other Applicable Laws, and all applicable provisions of the Asset Purchase Agreement, ▇▇▇▇ Coinsurance Agreement, ALIAC Coinsurance Agreement and NY Modified Coinsurance Agreement and, in any event, until such time as the Company gives written permission for their destruction, which permission shall not be unreasonably withheld if (i) the Policy or Post-Closing Policy to which such books and records relate has been maintained in accordance with such Regulation 152; and (ii) with respect to books and records relating to Taxes, and in addition to compliance with such Regulation 152, all applicable statutes of limitations under applicable Tax laws have expired.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager The Company shall cause to be kept and maintained (including by the Servicer Servicer, any Subservicer, the Document Custodian and any Ownership Entity Entity, as the case may be, and including records transferred by Receiver the Participant to the Company in connection with its conveyance of the Loans and the Collateral (including the Acquired Collateral) to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4principal place of business, a complete and accurate set of files, books and records regarding the Loans Loans, the Collateral and the Underlying Acquired Collateral, and the Company’s and the relevant secured parties’ Participant’s interests in the Loans Loans, the Collateral and the Underlying Acquired Collateral, including records relating to the LIP Account, the Collection Account, the Escrow Accounts, the Working Capital any Liquidity Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, Litigation Reserve Account and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans Loans, the Collateral and the Underlying Acquired Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Loans, the Collateral and the Underlying Acquired Collateral, all documentation relating to items of income and expense pertaining to the Loans Loans, the Collateral and the Underlying Acquired Collateral, and all of the ManagerCompany’s (and each the Servicer’s and Subservicer’sany Subservicers’) internal memoranda pertaining to the Loans Loans, the Collateral and the Underlying Acquired Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager shall cause to be kept FSWC will maintain stock records and maintained (including by the Servicer and any Ownership Entity and including other records transferred by Receiver to the Company in connection on a basis consistent with its conveyance of the Loans to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Loans and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests generally accepted practices and/or mandated in the Loans securities industry and the Underlying Collateralwill maintain copies of such records as are produced by FSWC, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization NASD and SEC guidelines for record retention, in effect from time to time. FSWC and CLAY shall each be responsible for preparing and filing the reports required by the governmental and regulatory agencies that have jurisdiction over each and FSWC and CLAY will each provide the other with such information, if any, which is in the control of one party but is required by the other to prepare any such report. At the commencement of business under the terms of this Agreement and annually thereafter, FSWC will furnish to CLAY a list of all reports (such as exception reports) which FSWC will offer to assist CLAY in its efforts to supervise and monitor Customer Accounts and in order for CLAY to carry out its functions and responsibilities pursuant to this Agreement. CLAY must specify to FSWC, in writing within ten (10) days of receipt of the Manager consistent with list, those reports offered by FSWC that CLAY requires to supervise and monitor its Customers' Accounts. FSWC shall preserve, as part of its books and records, copies of the provisions specific reports requested by and/or supplied to CLAY. FSWC will give written notice to the chief executive officer and the compliance officer of CLAY, indicating as of the date of such notice, the list of reports offered to CLAY and specifying those reports that were actually requested by and/or supplied to CLAY as of such date. FSWC shall provide a copy of this Agreement; and (b) transactions written notice at the same time to the NASD as the designated examining authority of CLAY . FSWC shall furnish, upon request of the Company are recorded in such form and manner NASD as will: the designated examining authority of CLAY, (i) permit preparation a recreated copy of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Lawthe report originally produced; or (ii) permit preparation the format of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein report and the provisions of applicable data elements contained in the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assetsoriginal report.

Maintenance of Books and Records. (i) At all times during the continuance of the CompanyCompany (and thereafter, subject to Section 1(c) below), the Manager shall must cause to be kept and maintained in an accessible manner (including by the Servicer Servicer, any Subservicer, any JDC Contractor and any Ownership Entity and including records transferred by Receiver the Transferor to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Transfer Agreement), at all times, at the Company’s chief executive office referred to in Section 2.42.4 of the LLC Operating Agreement, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, the Secured Parties Collateral and the Company’s, any Ownership Entity’s and the relevant secured parties’ PMN Agent’s interests in the Loans Assets and the Underlying Collateral and the Secured Parties Collateral, including the Company’s general ledger, records relating to the Collection each Company Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. This obligation to maintain a complete and accurate set of records shall encompass encompasses all files in or subject to the Manager’s or the Company’s custody, possession or control pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation (or, to the extent any original documentation must be given to any other Person, copies of such original documentation) pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, all documentation relating to items of income and expense pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s and any JDC Contractor’s) internal memoranda pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral. The books of account shall must be maintained in a manner that that, and the Manager must cause to be maintained a system of internal controls and procedures that, provides reasonable and sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of management of the Manager consistent with the provisions of this the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: : (ix) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and as required by Law; (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iiiz) maintain accountability for the Company’s assets, (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and (D) that any material information regarding the business or affairs of the Company is accumulated, recorded, processed, summarized and reported to management of the Manager in a timely manner. For purposes of the preceding sentence “transactions of the Company” include (without limitation) all transfers of funds out of, into, or between, Accounts (to the extent that the Manager has discretion with respect thereto), including all determinations as to the amount of the Working Capital Reserve Target, the making of any discretionary Excess Working Capital Advance, and the making of any sale or other Disposition of an Asset (including any Bulk Sale). (ii) Without limiting the generality of Section 1(a)(i) above, the obligation to cause to be kept and maintained a complete and accurate set of records as set forth in Section 1(a)(i) in any event will include the obligation to cause each of the following to be maintained (including by the Servicer or applicable Subservicers or JDC Contractors): (A)(x) accurate records reflecting the status of ground rents, Taxes, assessments, water rates, sewer rents, and other charges which are or may become a Lien upon any Acquired Property or Mortgaged Property (or any other Collateral) and the status of fire and hazard insurance coverage and all bills for the payment of such charges (including renewal premiums), and (y) with respect to any such Mortgaged Property (or other Collateral), accurate records, in reasonable detail, of all determinations as to whether (or not) to pay any of the foregoing on behalf of any Borrower, and the basis (and back-up documentation) for such determinations, (B) accurate records, in reasonable detail, of the results of site inspections of any Mortgaged Property or Acquired REO Property,

Maintenance of Books and Records. (i) At all times during the continuance of the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver the Transferor to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.42.4 of the LLC Operating Agreement, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ any Ownership Entity’s interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection each Company Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. This obligation to maintain a complete and accurate set of records shall encompass all files in or subject to the Manager’s or the Company’s custody, possession or control pertaining to the Loans and Assets or the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and Assets, the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and Assets, or the Underlying Collateral, and all of the Manager’s (and each the Servicer’s and Subservicerany Sub-Servicer’s) internal memoranda pertaining to the Loans and Assets or the Underlying Collateral. The books of account shall be maintained in a manner that that, and the Manager shall cause to be maintained a system of internal controls and procedures that, provides reasonable and sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of management of the Manager consistent with the provisions of this the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: : (ix) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and as required by Law; (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iiiz) maintain accountability for the Company’s assets., (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and

Maintenance of Books and Records. At all times during (a) For the continuance term of the Companythis Agreement, the Manager Collateral Agent shall cause to be kept keep and maintained retain all information, materials and records in whatever format (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company collectively, “Records”) which it has or which come into its possession in connection with its conveyance of the Loans Transaction and the services provided under this Agreement, in each case to the Company under extent consistent with the Contribution Agreement), at all times, at the CompanyCollateral Agent’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books internal records maintenance and records regarding retention policy; provided that prior to any destruction of any Records by the Loans Collateral Agent in accordance with such policy, the Collateral Agent shall notify the Controlling Party and provide the Controlling Party with an opportunity to retrieve such Records from the Collateral Agent. Upon the termination of this Agreement or its services hereunder, the Collateral Agent and the Underlying CollateralControlling Party shall, in good faith, agree on the timing and the Company’s and the relevant secured parties’ interests in the Loans and the Underlying Collateral, including records relating mechanism for transferring all Records to the Collection AccountControlling Party. In transferring such Records, the Escrow Accounts, Collateral Agent shall provide an Officer’s Certificate certifying that (i) it has kept and retained the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed Records in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise requirements set forth herein and (ii) the provisions Records being transferred represent all of the reports required Records that have not been previously delivered or destroyed in compliance with this Section. Notwithstanding the foregoing, the Collateral Agent may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. (b) Upon reasonable notice, the Collateral Agent agrees to afford the Equity Investor, the Borrower, the Controlling Party, the Senior Lender, the Investment Manager, the Administrator, the Board and other governmental oversight entities and their respective authorized agents reasonable access during normal business hours to make examinations of the Records and to cause its personnel to assist in any such examinations of the Records and allow copies of the Records to be provided hereunder; made. Such examinations will be conducted in a manner which does not unreasonably interfere with the normal operations or employee relations of the Collateral Agent. The Collateral Agent shall, at the Equity Investor, the Borrower, the Managing Member, the Controlling Party, the Senior Lender or the Investment Manager’s request, supply the Equity Investor, the Borrower, the Management Member, the Controlling Party, the Senior Lender or the Investment Manager with a tabulation of securities owned by the Borrower and held by the Collateral Agent and shall, when requested to do so by the Equity Investor, the Borrower, the Managing Member, the Controlling Party or the Investment Manager and for such compensation as shall be agreed upon between the Borrower and the Collateral Agent, include certificate numbers in such tabulations. In addition, at the request of the Controlling Party, the Collateral Agent will meet with one or more of the Controlling Party’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. (iiic) maintain accountability for The Collateral Agent shall use commercially reasonable efforts to provide access to the Company’s assetsRecords by means of providing access to a suitable reporting platform.

Maintenance of Books and Records. At all times during the continuance of the CompanyEach Debtor shall keep and maintain, the Manager shall or cause to be kept and maintained (including by the any Servicer and any Ownership Entity with respect to such Debtor, and including records transferred by the Receiver to the Company in connection with its conveyance of the Loans and any Acquired Property pursuant to the Company under the Contribution Purchase and Assumption Agreement), at all times, at such Debtor’s office (or such other location or locations as may be approved by the Company’s chief executive office referred Collateral Agent, such approval not to in Section 2.4be unreasonably withheld), a complete and accurate set of files, books and records regarding the Loans Collateral, the Loans, the Underlying Collateral and the Underlying Collateral, Acquired Property owned or held by it and the Companysuch Debtor’s and the relevant secured parties’ Collateral Agent’s interests in the Loans Collateral, the Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including records relating to the Collection Account, the Escrow Debtor Accounts, the Working Capital Reserve AccountServicing Obligations, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds, and any and all other matters known by such Debtor relating to, or to the rights or obligations of the Agents or the Grantors under, this Agreement or any other PA Financing Transaction Document. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control of such Debtor pertaining to the Loans Collateral, the Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Collateral, the Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, all documentation relating to items of income and expense pertaining to the Loans Collateral, the Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda of such Debtor with respect to such Debtor or any Servicer with respect to such Debtor pertaining thereto. Each Debtor shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which would become a Lien on any Underlying Collateral held by it. The foregoing notwithstanding, no Debtor shall be deemed to be in breach of this Section 7.13(a) with respect to maintaining complete and accurate files, books and records to the Loans extent that such failure existed at the Failed Bank immediately prior to the Closing Date, provided that the exception provided by this sentence shall only apply to the extent, and the Underlying Collateral. The books of account for so long as, such Debtor shall be maintained in using all commercially reasonable efforts to remedy such failure within a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assetscommercially reasonable time frame.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager The Debtor shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by the Receiver to the Company Debtor in connection with its conveyance of the Loans Assets to the Company under Debtor pursuant to the Contribution Agreement), at all times, at the CompanyDebtor’s chief executive office referred to in Section 2.4office, a complete and accurate set of files, books and records regarding the Loans Collateral, the Secured Parties Collateral and the Underlying Collateral, Assets and the CompanyDebtor’s, any Ownership Entity’s and the relevant secured parties’ Collateral Agent’s interests in the Loans Collateral, the Secured Parties Collateral and the Underlying CollateralAssets, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, Debtor Accounts and the disbursement of all Loan Asset Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or CompanyDebtor’s custody, possession or control pertaining to the Loans Collateral, the Secured Parties Collateral and the Underlying CollateralAssets, including (except as required to be held by the Custodian Custodian/Paying agent pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Collateral, the Secured Parties Collateral and the Underlying CollateralAssets, all documentation relating to items of income and expense pertaining to the Loans Collateral, the Secured Parties Collateral and the Underlying Collateral, Assets and all of the ManagerDebtor’s (and each the Servicer’s and each Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateralthereto. The books of account shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company Debtor are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreementthe LLC Operating Agreement and the other Transaction Documents; and (bii) transactions of the Company Debtor are recorded in such form and manner as will: will (iA) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and the other Transaction Documents and as required by Law; (iiB) permit preparation of the CompanyDebtor’s financial statements in accordance with GAAP and as otherwise set forth herein in the LLC Operating Agreement and the provisions of the reports required to be provided hereunderother Transaction Documents; and (iiiC) maintain accountability for the CompanyDebtor’s assets.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by the Receiver to the Company in connection with its conveyance of the Mortgage Loans to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Mortgage Loans and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Mortgage Loans and the Underlying Collateral, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Liquidity Account, any liquidity reserve account (if permitted), the Defeasance Account, Special Reserve Account and the disbursement of all Mortgage Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Mortgage Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Mortgage Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Mortgage Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Mortgage Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: : (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.

Maintenance of Books and Records. (a) Maintenance of Books and Records. At all times during the continuance of the Company, the Manager shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver the Initial Member and any predecessors-in-interest (including the Failed Banks) to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, and the Company’s and the relevant secured parties’ interests in the Loans Assets and the Underlying Collateral, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, the Company Development Account, any account(s) created under the Advance Facility, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Asset Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or the Company’s custody, possession or control pertaining to the Loans Assets and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Assets and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans Assets and the Underlying Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s) internal memoranda pertaining to the Loans Assets and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: : (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) maintain accountability for the Company’s assets.

Maintenance of Books and Records. At all times during (a) For the continuance term of the Companythis Agreement, the Manager Collateral Agent shall cause to be kept keep and maintained retain all information, materials and records in whatever format (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company collectively, “Records”) which it has or which come into its possession in connection with its conveyance of the Loans Transaction and the services provided under this Agreement, in each case to the Company under extent consistent with the Contribution Agreement), at all times, at the CompanyCollateral Agent’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books internal records maintenance and records regarding retention policy; provided that prior to any destruction of any Records by the Loans Collateral Agent in accordance with such policy, the Collateral Agent shall notify the Controlling Party and provide the Controlling Party with an opportunity to retrieve such Records from the Collateral Agent. Upon the termination of this Agreement or its services hereunder, the Collateral Agent and the Underlying CollateralControlling Party shall, in good faith, agree on the timing and the Company’s and the relevant secured parties’ interests in the Loans and the Underlying Collateral, including records relating mechanism for transferring all Records to the Collection AccountControlling Party. In transferring such Records, the Escrow Accounts, Collateral Agent shall provide an Officer’s Certificate certifying that (i) it has kept and retained the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed Records in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise requirements set forth herein and (ii) the provisions Records being transferred represent all of the reports required Records that have not been previously delivered or destroyed in compliance with this Section. Notwithstanding the foregoing, the Collateral Agent may make and retain copies of Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. (b) Upon reasonable notice, the Collateral Agent agrees to afford the Equity Investor, the Borrower, the Controlling Party, the Senior Lender, the Investment Manager, the Administrator, the Board and other governmental oversight entities and their respective authorized agents reasonable access during normal business hours to make examinations of the Records and to cause its personnel to assist in any such examinations of the Records and allow copies of the Records to be provided hereunder; made. Such examinations will be conducted in a manner which does not unreasonably interfere with the normal operations or employee relations of the Collateral Agent. The Collateral Agent shall, at the Equity Investor, the Borrower, the Managing Member, the Controlling Party, the Senior Lender or the Investment Manager’s request, supply the Equity Investor, the Borrower, the Management Member, the Controlling Party, the Senior Lender or the Investment Manager with a tabulation of securities owned by the Borrower and held by the Collateral Agent and shall, when requested to do so by the Equity Investor, the Borrower, the Managing Member, the Controlling Party or the Investment Manager and for such compensation as shall be agreed upon between the Borrower and the Collateral Agent, include certificate numbers in such tabulations. In addition, at the request of the Controlling Party, the Collateral Agent will meet with one or more of the Controlling Party’s directors or designated staff at a mutually agreeable time to discuss matters that fall within the scope of this engagement. (iiic) maintain accountability for The Collateral Agent shall use commercially reasonable efforts to provide access to the Company’s assetsRecords by means of providing access to a suitable reporting platform.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager Debtor shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by the Receiver to the Company Debtor in connection with its conveyance of the Loans and any Acquired Property to the Company under Debtor pursuant to the Contribution Agreement), at all times, at the CompanyDebtor’s chief executive office referred to in Section 2.4office, a complete and accurate set of files, books and records regarding the Loans Collateral, the Loans, the Collateral and the Underlying CollateralAcquired Property and Debtor’s, and the Companyany Ownership Entity’s and the relevant secured parties’ Collateral Agent’s interests in the Loans Collateral, the Loans, the Collateral and the Underlying CollateralAcquired Property, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, Debtor Accounts and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or CompanyDebtor’s custody, possession or control pertaining to the Loans Collateral, the Loans, the Collateral and the Underlying CollateralAcquired Property, including (except as required to be held by the Custodian Custodian/Paying agent pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Collateral, the Loans, the Collateral and the Underlying CollateralAcquired Property, all documentation relating to items of income and expense pertaining to the Loans Collateral, the Loans, the Collateral and the Underlying CollateralAcquired Property, and all of the ManagerDebtor’s (and each the Servicer’s and each Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateralthereto. The books of account shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company Debtor are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreementthe LLC Operating Agreement and the other Transaction Documents; and (bii) transactions of the Company Debtor are recorded in such form and manner as will: will (iA) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and the other Transaction Documents and as required by Law; (iiB) permit preparation of the CompanyDebtor’s financial statements in accordance with GAAP and as otherwise set forth herein in the LLC Operating Agreement and the provisions of the reports required to be provided hereunderother Transaction Documents; and (iii) maintain accountability for the Company’s assets.and

Maintenance of Books and Records. (i) At all times during the continuance of the CompanyCompany (and thereafter, subject to Section 1(c) below), the Manager shall must cause to be kept and maintained in an accessible manner (including by the Servicer Servicer, any Subservicer, any JDC Contractor and any Ownership Entity and including records transferred by Receiver the Transferor to the Company in connection with its conveyance of the Loans Assets to the Company under the Contribution Transfer Agreement), at all times, at the Company’s chief executive office referred to in Section 2.42.4 of the LLC Operating Agreement, a complete and accurate set of files, books and records regarding the Loans Assets and the Underlying Collateral, the Secured Parties Collateral and the Company’s, any Ownership Entity’s and the relevant secured parties’ PMN Agent’s interests in the Loans Assets and the Underlying Collateral and the Secured Parties Collateral, including the Company’s general ledger, records relating to the Collection each Company Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan ProceedsAsset Proceeds and all other amounts disbursed from any Company Account. This obligation to maintain a complete and accurate set of records shall encompass encompasses all files in or subject to the Manager’s or the Company’s custody, possession or control pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation (or, to the extent any original documentation must be given to any other Person, copies of such original documentation) pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, all documentation relating to items of income and expense pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral, and all of the Manager’s (and each the Servicer’s and any Subservicer’s and any JDC Contractor’s) internal memoranda memoranda‌ pertaining to the Loans and Assets, the Underlying Collateral or the Secured Parties Collateral. The books of account shall must be maintained in a manner that that, and the Manager must cause to be maintained a system of internal controls and procedures that, provides reasonable and sufficient assurance thatassurance: (aA) that transactions of the Company are executed in accordance with with, and only in accordance with, the general or specific authorization of management of the Manager consistent with the provisions of this the LLC Operating Agreement; and (bB) that transactions of the Company are recorded in such form and manner as will: : (ix) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and as required by Law; (iiy) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iiiz) maintain accountability for the Company’s assets., (C) regarding the prevention or timely detection of any unauthorized, and non-de minimis, acquisition, use or disposition of assets of the Company or any Ownership Entity; and (D) that any material information regarding the business or affairs of the Company is accumulated, recorded, processed, summarized and reported to management of the Manager in a timely manner. For purposes of the preceding sentence “transactions of the Company” include (without limitation) all transfers of funds out of, into, or between, Accounts (to the extent that the Manager has discretion with respect thereto), including all determinations as to the amount of the Working Capital Reserve Target, the making of any discretionary Excess Working Capital Advance, and the making of any sale or other Disposition of an Asset (including any Bulk Sale).‌‌ (ii) Without limiting the generality of Section 1(a)(i) above, the obligation to cause to be kept and maintained a complete and accurate set of records as set forth in Section 1(a)(i) in any event will include the obligation to cause each of the following to be maintained (including by the Servicer or applicable Subservicers or JDC Contractors): (A)(x) accurate records reflecting the status of ground rents, Taxes, assessments, water rates, sewer rents, and other charges which are or may become a Lien upon any Acquired Property or Mortgaged Property (or any other Collateral) and the status of fire and hazard insurance coverage and all bills for the payment of such charges (including renewal premiums), and (y) with respect to any such Mortgaged Property (or other Collateral), accurate records, in reasonable detail, of all determinations as to whether (or not) to pay any of the foregoing on behalf of any Borrower, and the basis (and back-up documentation) for such determinations, (B) accurate records, in reasonable detail, of the results of site inspections of any Mortgaged Property or Acquired REO Property,

Maintenance of Books and Records. At all times during (a) For the continuance term of the Companythis Agreement, the Manager Collateral Agent shall cause to be kept keep and maintained retain all information, materials and records in whatever format (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company collectively, “Records”) which it has or which come into its possession in connection with its conveyance of the Loans services provided under this Agreement, in each case to the Company under extent consistent with the Contribution Agreement), at all times, at the CompanyCollateral Agent’s chief executive office referred to in Section 2.4, a complete and accurate set of files, books internal records maintenance and records regarding retention policy; provided that prior to any destruction of any Records by the Loans Collateral Agent in accordance with such policy, the Collateral Agent shall notify the Controlling Party and provide the Controlling Party with an opportunity to retrieve such Records from the Collateral Agent. Upon the termination of this Agreement or its services hereunder, the Collateral Agent and the Underlying CollateralControlling Party shall, in good faith, agree on the timing and the Company’s and the relevant secured parties’ interests in the Loans and the Underlying Collateral, including records relating mechanism for transferring all Records to the Collection AccountControlling Party. In transferring such Records, the Escrow Accounts, Collateral Agent shall provide an Officer’s Certificate certifying that (i) it has kept and retained the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, and the disbursement of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining to the Loans and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed Records in accordance with the general or specific authorization requirements set forth herein and (ii) the Records being transferred represent all of the Manager consistent Records that have not been previously delivered or destroyed in compliance with this Section. Notwithstanding the provisions foregoing, the Collateral Agent may make and retain copies of this Agreement; and Records to satisfy existing internal audit, compliance or record retention requirements, provided that the Officer’s Certificate includes information as to the copies of Records that it is retaining. (b) transactions The Collateral Agent agrees to afford the Borrower, the Controlling Party, any Lender, the Investment Manager and the Administrator, and their respective authorized agents reasonable access during normal business hours to make examinations of the Company are recorded Records and to cause its personnel to assist in any such form examinations of the Records, make extracts and allow copies of the Records to be made. Such examinations will be conducted in a manner as will: (i) permit preparation which does not unreasonably interfere with the normal operations or employee relations of federalthe Collateral Agent. The Collateral Agent shall, state at the request of the Borrower, the Controlling Party, any Lender, the Investment Manager or the Administrator, supply such Person with a tabulation of securities owned by the Borrower and local income and franchise tax returns and information returns held by the Collateral Agent in accordance connection with this Agreement and shall, when requested to do so and for such compensation as shall be agreed upon between the Borrower and the Collateral Agent, include certificate or CUSIP numbers in such tabulations. In addition, the Collateral Agent shall permit any Person designated by the Controlling Party, the Borrower, any Lender, the Administrator or the Investment Manager to discuss matters that fall within the scope of this engagement. Notwithstanding the foregoing but subject to the proviso at the end of this sentence, the Collateral Agent shall not be required by Law; to disclose (iiand agrees not to disclose or to permit the disclosure of) permit preparation any information to the extent setting forth the unredacted identities of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and borrowers of TALF Loans pursuant to this Section 29(b) without the provisions consent of the reports required Managing Member; provided, that the Collateral Agent may, to be provided hereunder; the extent it is authorized to do so under Section 19 hereof, disclose any information referred to in this sentence to the Board of Governors of the Federal Reserve System and any other U.S. regulatory authorities with direct supervisory authority over it. (iiic) maintain accountability for The Collateral Agent shall use commercially reasonable efforts to provide access to the Company’s assetsRecords by means of providing access to a suitable reporting platform.

Maintenance of Books and Records. At all times during 1. To provide a satisfactory basis for confirming to the continuance State the accuracy of the CompanyConcessionaire's Certified Activity Reports, the Manager shall cause to be kept Concessionaire will establish and maintained (including by the Servicer and any Ownership Entity and including records transferred by Receiver to the Company in connection with its conveyance of the Loans to the Company under the Contribution Agreement), at all times, at the Company’s chief executive office referred to in Section 2.4, a complete and accurate set of files, maintain books and records regarding concerning the Loans conduct of the business authorized under this Agreement in accordance with Generally Accepted Accounting Principles (GAAP). Such books and records shall include all individual Rental Agreements as well as records of Transactions with, and receipts from, Customers in a form consistent with good accounting practices (which may include, without limitation, electronic media compatible with computers available to the State or computer generated hard copies) as well as a breakdown of the various components of Gross Sales and the Underlying Collateralpermitted exclusions therefrom. Microfiche or microfilm is not sufficient for audit purposes, unless that data is printed on hard copy. Daily business reports shall not suffice to take the place of the general ledger or other revenue journals or summaries. If the Concessionaire maintains separate general ledgers for tour operations, these must also be available to the State. 2. The Concessionaire will maintain complete records of all Transactions pertaining to the business conducted under this Agreement, and the Company’s State or its designee(s) shall have access to and have the relevant secured parties’ interests right to reproduce or make copies of all documents pertaining to any Transaction under this Agreement. If printed hard copies of reports are not furnished, the Concessionaire will provide the State modem computer access to its financial records for audit purposes. Failure to provide the State with copies of open and closed Rental Agreements pertaining to Transactions and to the general ledger as well as other books of account and records shall be deemed by the State to be a breach of this Agreement. 3. The Concessionaire will maintain books and records of business conducted under this Agreement segregated from the Concessionaire's books and records for any other business that is conducted outside the scope of this Agreement. 4. The Concessionaire's books and records of business conducted under this Agreement must, in the Loans and determination of the Underlying CollateralState, including records relating enable the Concessionaire to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Accountaccurately report, and the disbursement State to easily check, payments due to the State under this Agreement. 5. The Concessionaire will operate its business under this Agreement so that a Rental Agreement, which is sequentially numbered and identifies the Airport as the place of origination of the Transaction, shall be issued with each Transaction entered into with a Customer who rents a Rental-Car. A Rental Agreement may not exceed 60 days. The Concessionaire will create and maintain written documentation on any other type of Transaction with a Customer. 6. The Concessionaire will maintain a copy of every closed Rental Agreement issued under this Agreement, regardless of where the Rental Car was returned. The Concessionaire will maintain a log of all Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or Company’s custody, possession or control pertaining Rental Agreement numbers assigned to the Loans Airport location and the Underlying Collateral, including (except as required to be held by the Custodian pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans and the Underlying Collateral, all documentation relating to items of income and expense pertaining to the Loans and the Underlying Collateral, and all of the Manager’s (and each Servicer’s and Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateral. The books of account shall be maintained in a manner that provides sufficient assurance that: (a) transactions of the Company are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreement; and (b) transactions of the Company are recorded in such form and manner as will: (i) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this Agreement and as required by Law; (ii) permit preparation of the Company’s financial statements in accordance with GAAP and as otherwise set forth herein and the provisions of the reports required to be provided hereunder; and (iii) will maintain accountability for all Rental Agreements, issued and unissued. 7. All such accounting records shall be stored sequentially or in such manner approved by the Company’s assetsState to provide reasonable and expeditious access for audit purposes.

Maintenance of Books and Records. At all times during the continuance of the Company, the Manager The Debtor shall cause to be kept and maintained (including by the Servicer and any Ownership Entity and including records transferred by the Receiver to the Company Debtor in connection with its conveyance of the Mortgage Loans and any Acquired Property to the Company under Debtor pursuant to the Contribution Agreement), at all times, at the CompanyDebtor’s chief executive office referred to in Section 2.4office, a complete and accurate set of files, books and records regarding the Loans Collateral, the Mortgage Loans, the Underlying Collateral and the Underlying Collateral, Acquired Property and the CompanyDebtor’s, any Ownership Entity’s and the relevant secured parties’ Collateral Agent’s interests in the Loans Collateral, the Mortgage Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including records relating to the Collection Account, the Escrow Accounts, the Working Capital Reserve Account, any liquidity reserve account (if permitted), the Defeasance Account, Debtor Accounts and the disbursement of all Mortgage Loan Proceeds. This obligation to maintain a complete and accurate set of records shall encompass all files in the Manager’s or CompanyDebtor’s custody, possession or control pertaining to the Loans Collateral, the Mortgage Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, including (except as required to be held by the Custodian Custodian/Paying agent pursuant to the Custodial and Paying Agency Agreement) all original and other documentation pertaining to the Loans Collateral, the Mortgage Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, all documentation relating to items of income and expense pertaining to the Loans Collateral, the Mortgage Loans, the Underlying Collateral and the Underlying CollateralAcquired Property, and all of the ManagerDebtor’s (and each the Servicer’s and each Subservicer’s) internal memoranda pertaining to the Loans and the Underlying Collateralthereto. The books of account shall be maintained in a manner that provides sufficient assurance that: (ai) transactions of the Company Debtor are executed in accordance with the general or specific authorization of the Manager consistent with the provisions of this Agreementthe LLC Operating Agreement and the other Ancillary Documents; and (bii) transactions of the Company Debtor are recorded in such form and manner as will: will (iA) permit preparation of federal, state and local income and franchise tax returns and information returns in accordance with this the LLC Operating Agreement and the other Ancillary Documents and as required by Law; (iiB) permit preparation of the CompanyDebtor’s financial statements in accordance with GAAP and as otherwise set forth herein in the LLC Operating Agreement and the provisions of the reports required to be provided hereunderother Ancillary Documents; and (iiiC) maintain accountability for the CompanyDebtor’s assets.