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

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

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

Offices, Records and Books of Account. Each Seller will The Transferor (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Transferred Receivables at the address of such Seller the Transferor set forth under its name on the signature page to this Agreement, or, upon 30 days’ days’ prior written notice to the Purchaser, in Section 10.3 hereof or at any other locations in jurisdictions where within all actions reasonably requested by the United States. Such Seller will not change its name or its state Agent to protect and perfect the interest of organizationthe Agent, unless for the benefit of the Company and the Bank Investors, in the Receivables and related items (iincluding the Affected Assets) have been taken and completed and (ii) shall provide the Seller shall have provided the Purchaser Agent with at least 30 days’ prior ' written notice thereof, together before making any change in the Transferor's name or making any other change in the Transferor's identity or organizational structure that could render any UCC financing statement filed in connection with an updated Exhibit F, this Agreement seriously misleading as such term (or similar term) is used in the UCC; each notice to the Agent pursuant to this sentence shall set forth the applicable change and (ii) no later than the effective date of such change, all actions required by Section 5.01(j) shall have been taken thereof. The Transferor will and completed. Upon confirmation by will cause the Purchaser’s assignee during the existence of the Sale Agreement or, thereafter, the Purchaser of receipt of any such notice (together with an updated Exhibit F) Servicer and the completion, as aforesaid, of all actions required by Section 5.01(j), Exhibit F Originator Subsidiaries to this Agreement shall, without further action by any party, be deemed to be amended and replaced by the updated Exhibit F accompanying such notice. Each Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Transferred Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain maintain, all documents, books, records and other information reasonably necessary or advisable for the collection of all Transferred Receivables (including, without limitation, records adequate to permit the daily identification of each new Transferred Receivable and all Collections of and adjustments to each existing Transferred Receivable). Each Seller shall make a notation The Transferor will, and will cause the Parent to, give the Agent notice of any material change in its books the administrative and recordsoperating procedures of the Transferor, including its computer filesthe Servicer or the Originator Subsidiaries, as applicable, referred to indicate which Receivables have been sold or contributed to in the Purchaser hereunderprevious sentence.

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

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

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

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