Common use of Offices and Records Clause in Contracts

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx mark conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ ' prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.14 shall have been taken with respect to the Borrower Collateral. The Each of the Borrower and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Each of the Borrower shall, and shall cause the Servicer toshall, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b8.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations location specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance reasonably satisfactory to the Administrative Agent, its books and computer records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, Collateral to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event or a Designated Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such any books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event or a Designated Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such any books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of business and chief executive office offices and the office at which where it stores keeps its Records at the respective locations location specified in Schedule 4.01(b) 7 or, upon 30 thirty (30) days’ ' prior written notice to the Administrative Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 8.4(e) shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause until the Servicer to at its own cost and expenseperiod ending one year after the repayment in full or maturity of each Pledged Receivable or for such longer period as may be required by law, from the date on which such Pledged Receivable arose, maintain adequate and complete records of the Transferred Receivables and the Borrower CollateralRecords with respect to such Pledged Receivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shalland the Servicer will permit representatives of the Deal Agent and the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours of the Borrower and the Servicer and upon reasonable advance notice (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and shall cause (ii) to visit the properties of the Borrower or the Servicer toutilized in connection with the collection, by no later than processing or servicing of the Effective DatePledged Receivables for the purpose of examining such Records, xxxx conspicuously with a legend, in form and substance satisfactory to discuss matters relating to the Administrative Agent, its books and records (including computer records) and credit files pertaining to Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower Collateralor Servicer having knowledge of such matters. In connection therewith, and the Deal Agent may institute procedures to permit it at its file cabinets or other storage facilities where it maintains information pertaining thereto, expense to evidence this Agreement and confirm the assignment and Liens granted pursuant to this Article VIIObligor balances in respect of any Pledged Receivables. Upon the occurrence and during the continuance of If a Termination EventEvent shall have occurred and be continuing, promptly upon request therefor, the Borrower shall, and shall cause or the Servicer to, shall deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time records reflecting activity through the close of business on demand of the Administrative Agent. Prior to the occurrence of a Business Day immediately preceding such Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b)Event.

Offices and Records. The Borrower shall not change its name, identity, corporate structure or jurisdiction of organization in any manner, unless it shall have given the Agents at least 30 day's prior written notice thereof and all action requested by the Agents pursuant to SECTION 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations location specified in Schedule 4.01(bSCHEDULE 4.01(B) or, upon 30 days’ ' prior written notice to the Administrative AgentAgents, at such other location in a jurisdiction where all action requested by the Administrative Agent Agents pursuant to Section 12.13 SECTION 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause at the Servicer to at its Borrower's own cost and expenseexpense (except to the extent that such expense is borne by the Administrator pursuant to the Administration Agreement), maintain adequate and complete records of the Transferred Receivables Trust Investments and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Upon the request of any of the Agents, the Borrower shall, and the appropriate Service Provider shall cause the Servicer to, by no later than the Effective Date, mark conspicuously xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Loan Agreement and the assignment and Liens granted pursuant to this Article ARTICLE VII. Upon the occurrence and during the continuance of a Termination Eventan Event of Default, the Borrower and the Servicer shall, and shall cause the Servicer other Service Providers to, deliver and turn over such books and records to the Administrative Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination an Event of Default and upon notice from the Administrative Agent or any Managing Agent, the Borrower and the Servicer shall, and shall cause the Servicer other Service Providers to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing such Agent as more specifically set forth in Section 7.05(bSECTION 7.05(B).

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business organization and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or); provided, upon 30 days’ prior written notice that the Seller may change the office at which it keeps its Records, so long it shall have furnished to the Administrative Agent, at Purchaser Agent notice of such other location in a jurisdiction where change and shall have taken all action requested by the Administrative Purchaser Agent (if any) pursuant to Section 12.13 shall have been taken with respect to the Borrower CollateralSeller Assets in light of such change on or prior to the later to occur of (x) 30 days following the occurrence of such change and (y) the earlier of the date of the required delivery of the Officer’s Certificate pursuant to paragraph (d) of Annex 5.02(a) following such change and the date which is 45 days after the end of the most recently ended fiscal quarter following such change. The Borrower Seller shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower CollateralSeller Assets, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower Seller shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Purchaser Agent, its books and records (including computer records) and credit files pertaining to the Borrower CollateralSeller Assets, and its Second Amended and Restated Receivables Purchase Agreement file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to security interest described in this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower Seller shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Purchaser Agent or its representatives at any time on demand of the Administrative Purchaser Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Purchaser Agent, the Borrower Seller shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Purchaser Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Purchaser Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations location specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Initial Funding Date, xxxx conspicuously with a legend, in form and substance reasonably satisfactory to the Administrative Agent, its books and computer records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, Collateral to evidence this Agreement and the assignment Second Amended and Restated Credit and Security Agreement and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event or a Designated Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such any books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event or a Designated Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such any books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal ------------------- place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon ---------------- 30 days’ ' prior written notice to the Administrative Purchaser, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action requested by the Administrative Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Seller Collateral. ------------- The Borrower Seller shall also maintain each location where Seller Collateral is located and each office at which it stores its Records only at the respective locations specified in Schedule 4.01(b) or at such other substituted or additional ---------------- locations with respect to which the Seller shall, not later than 30 days after establishing such location, (x) have notified the Purchaser, the Operating Agent and shall cause the Collateral Agent thereof, and (y) have taken all action necessary or otherwise requested by the Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 12.15 with respect to the Seller Collateral. Each of ------------- the Seller and the Servicer to shall, at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Seller Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, Each of the Seller and shall cause the Servicer to, by no later than the Effective Date, shall xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Collateral Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Seller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during ------------ the continuance of a Termination Event, the Borrower shall, Seller and Servicer shall cause the Servicer to, deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time on demand of the Administrative Collateral Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Collateral Agent, the Borrower shall, Seller and shall cause the Servicer to, shall permit any representative of the Administrative Operating Agent or any Managing the Collateral Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Operating Agent or any Managing and the Collateral Agent as more specifically set forth in Section 7.05(b8.06(b).. ---------------

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Amended and Restated Receivables Funding and Administration Agreement Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ ' prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action reasonably requested by the Administrative Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain or cause to be maintained adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall mark or cause the Servicer to, by no later than the Effective Date, xxxx to be marked conspicuously with a legend, in form and forx xxd substance satisfactory to the Administrative Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records relating to the Borrower Collateral and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b8.06(b).

Offices and Records. The Borrower Seller shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of ------------------- business and chief executive office offices and the office at which where it stores keeps its Records at the respective locations specified in Schedule 4.01(b) 5 or, upon at least 30 days’ days prior written notice to the Administrative Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 8.06(f) shall have been taken with respect to the Borrower Collateral. The Borrower Seller and the Servicer shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete records of the Records with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory Upon prior notice to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement Seller and the assignment and Liens granted pursuant to this Article VII. Upon Servicer, except after the occurrence and during the continuance of a any Termination Event, the Borrower shall, Seller and shall cause the Servicer to, deliver will permit representatives of the Operating Agent and turn over such books and records to the Administrative Collateral Agent or its representatives at any time on demand and from time to time during normal business hours, and at such times outside of normal business hours as the Operating Agent and the Collateral Agent shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Administrative Agent. Prior Seller or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the occurrence Receivables or the Seller's or Servicer's performance under this Agreement with any officer or employee of the Seller or Servicer having knowledge of such matters. In connection therewith, the Operating Agent or the Collateral Agent may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Seller and the Servicer agrees to render to the Operating Agent and the Collateral Agent such clerical and other assistance as may be requested with regard to the foregoing. If a Termination Event shall have occurred and be continuing, promptly upon notice from the Administrative Agent or any Managing Agentrequest therefor, the Borrower shall, and shall cause Seller or the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof deliver to the Administrative Collateral Agent or any Managing Agent as more specifically set forth in Section 7.05(b)records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business organization and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Purchaser Agent, at such other location in a jurisdiction where all action requested by the Administrative Purchaser Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower CollateralSeller Assets. The Borrower Seller shall, and shall cause the Servicer to at its own cost and expense, maintain Receivables Purchase Agreement adequate and complete records of the Transferred Receivables and the Borrower CollateralSeller Assets, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower Seller shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Purchaser Agent, its books and records (including computer records) and credit files pertaining to the Borrower CollateralSeller Assets, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to security interest described in this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower Seller shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Purchaser Agent or its representatives at any time on demand of the Administrative Purchaser Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Purchaser Agent, the Borrower Seller shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Purchaser Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Purchaser Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of business and chief executive office offices and the office at which where it stores keeps its Records records at the respective locations location specified in Schedule 4.01(b) SECTION 10.9 or, upon 30 days’ 60 days prior written notice to the Administrative Collateral Agent and the Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 SECTION 9.4(e) shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete the records of the with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shalland the Servicer will permit representatives of the Agent, the Backup Servicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall cause reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer toutilized in connection with the collection, by no later than processing or servicing of the Effective DateTransferred Receivables for the purpose of examining such records, xxxx conspicuously with a legend, in form and substance satisfactory to discuss matters relating to the Administrative Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, its books the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and records (including computer records) and credit files pertaining the Servicer agrees to render to the Borrower CollateralAgent, and its file cabinets or other storage facilities where it maintains information pertaining theretothe Backup Servicer, to evidence this Agreement the Collateral Agent and the assignment Custodian such clerical and Liens granted pursuant other assistance as may be reasonably requested with regard to this Article VIIthe foregoing. Upon Without duplication of any obligations of the occurrence Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and during the continuance of a Termination Eventbe continuing, promptly upon request therefor, the Borrower shall, and shall cause or the Servicer to, shall deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time and the Agent records reflecting activity through the close of business on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b)immediately preceding Business Day.

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal ------------------- place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ ' prior written notice ---------------- to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.14 shall ------------- have been taken with respect to the Borrower Collateral. The Each of the Borrower and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Each of the Borrower shall, and shall cause the Servicer toshall, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination ------------ Event, the Borrower shall, and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b8.06(b).. ---------------

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Seller Collateral. The Borrower Each of the Seller and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Seller Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, Each of the Seller and shall cause the Servicer to, by no later than the Effective Date, shall xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Seller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon UponAt any time following the occurrence and during the continuance of a Termination EventEvent and upon the demand of the Administrative Agent or any Purchaser Agent, the Borrower shall, Seller and Servicer shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its respective representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Purchaser Agent, the Borrower shall, Seller and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing such Purchaser Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing such Purchaser Agent as more specifically set forth in Section 7.05(b8.06(b).

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(bSCHEDULE 4.01(B) or, upon 30 days’ ' prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 SECTION 14.15 shall have been taken with respect to the Borrower Seller Collateral. The Borrower Each of the Seller and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Seller Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, Each of the Seller and shall cause the Servicer to, by no later than the Effective Date, xxxx shall mark conspicuously with a legendthe legend set forth in SECTION 7.07(A) hereof, in form ixx xooks and substance satisfactory to the Administrative Agentrecords, its books and records (including computer records) tapes, computer disks and credit files pertaining to the Borrower Seller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIARTICLE VIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, Seller and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, Seller and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(bSECTION 8.06(B).

Offices and Records. The Borrower shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of ------------------- business and chief executive office offices and the office at which where it stores keeps its Records records at the respective locations location specified in Schedule 4.01(b) Section 10.9 or, upon 30 days’ 60 days prior written notice ------------ to the Administrative Agent and the Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 9.4(e) shall have been taken with respect -------------- to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete the records of the with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shalland the Servicer will permit representatives of the Agent, the Backup Servicer, the Collateral Agent and the Custodian at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Agent, the Backup Servicer, the Collateral Agent and the Custodian shall cause reasonably request, (i) to inspect and make copies of and abstracts from its records with respect to the Transferred Receivables and Transferred ABS, and (ii) to visit the properties of the Borrower or the Servicer toutilized in connection with the collection, by no later than processing or servicing of the Effective DateCollateral for the purpose of examining such records, xxxx conspicuously with a legend, in form and substance satisfactory to discuss matters relating to the Administrative Collateral or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, its books the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables or the unpaid balance of any Transferred ABS. Each of the Borrower and records (including computer records) and credit files pertaining the Servicer agrees to render to the Borrower CollateralAgent, and its file cabinets or other storage facilities where it maintains information pertaining theretothe Backup Servicer, to evidence this Agreement the Collateral Agent and the assignment Custodian such clerical and Liens granted pursuant other assistance as may be reasonably requested with regard to this Article VIIthe foregoing. Upon Without duplication of any obligations of the occurrence Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and during the continuance of a Termination Eventbe continuing, promptly upon request therefor, the Borrower shall, and shall cause or the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time and the Collateral Agent records reflecting activity through the close of business on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b)immediately preceding Business Day.

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations location specified in Schedule 4.01(b) or, upon 30 days’ ' prior written notice to each of the Administrative Lenders, the Lender Agent, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action requested by each of the Administrative Lenders, the Lender Agent, the Operating Agent or the Collateral Agent pursuant to Section 12.13 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause at the Servicer to at its Borrower's own cost and expenseexpense (except to the extent that such expense is borne by the Administrator pursuant to the Administration Agreement), maintain adequate and complete records of the Transferred Receivables Trust Investments and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Upon the request of either of the Lenders, the Lender Agent, the Operating Agent or the Collateral Agent, the Borrower shall, and the appropriate Service Provider shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Lender Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Loan Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Eventan Event of Default, the Borrower and the Servicer shall, and shall cause the Servicer other Service Providers to, deliver and turn over such books and records to the Administrative Lender Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Administrative Lender Agent. Prior to the occurrence of a Termination an Event of Default and upon notice from the Administrative Agent or any Managing Lender Agent, the Borrower and the Servicer shall, and shall cause the Servicer other Service Providers to, permit any representative of the Administrative Lender Agent, the Operating Agent or any Managing the Collateral Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Lender Agent, the Operating Agent or any Managing and the Collateral Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of business and chief executive office offices and the office at which where it stores keeps its Records records at the respective locations location specified in Schedule 4.01(b) SECTION 10.9 or, upon 30 days’ 60 days prior written notice to the Administrative Agent and the Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 SECTION 9.4(e) shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records will permit representatives of the Transferred Receivables Agent, the Backup Servicer and the Borrower Collateral, including records of any Collateral Agent (and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon following the occurrence and during the continuance of a Facility Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives Investors) at any time on demand and from time to time during normal business hours, and at such times outside of normal business hours as the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shallBackup Servicer, the Collateral Agent and the Investors shall reasonably request, (i) to inspect and make copies of and abstracts from such records, and shall cause (ii) to visit the properties of the Borrower or the Servicer toutilized in connection with the collection, permit any representative processing or servicing of the Administrative Agent or any Managing Agent Pledged Receivables for the purpose of examining such records, and to inspect such books and records and shall provide photocopies thereof discuss matters relating to the Administrative Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Agent, the Backup Servicer or the Collateral Agent or may institute procedures to permit it to confirm the Obligor balances in respect of any Managing Pledged Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer and the Collateral Agent such clerical and other assistance as more specifically may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in Section 7.05(b)clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent and the Backup Servicer records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent Receivables Funding and Administration Agreement or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations location specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Initial Funding Date, xxxx conspicuously with a legend, in form and substance reasonably satisfactory to the Administrative Agent, its books and computer records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, Collateral to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event or a Designated Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such any books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event or a Designated Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such any books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).. Amended and Restated Credit and Security Agreement

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ days prior written notice to the Administrative Purchaser, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action requested by the Administrative Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Seller Collateral. The Borrower Each of the Seller and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Seller Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, Each of the Seller and shall cause the Servicer to, by no later than the Effective Date, xxxx shall mark conspicuously with a legend, in form and substance satisfactory satisfacxxxx to the Administrative Collateral Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Seller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, Seller and Servicer shall cause the Servicer to, deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time on demand of the Administrative Collateral Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Collateral Agent, the Borrower shall, Seller and shall cause the Servicer to, shall permit any representative of the Administrative Operating Agent or any Managing the Collateral Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Operating Agent or any Managing and the Collateral Agent as more specifically set forth in Section 7.05(b8.06(b).. (b)

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 shall have been taken with respect to the Borrower Collateral. The Borrower shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and computer records (including computer records) and credit files pertaining to the Borrower Collateral, Collateral and its file cabinets or other storage facilities where it maintains information pertaining theretoto Substantial Contracts that constitute the Borrower Collateral, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.14 shall have been taken with respect to the Borrower Collateral. The Each of the Borrower and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Each of the Borrower shall, and shall cause the Servicer toshall, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon reasonable notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing Agent at reasonable times to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b8.05(b).

Offices and Records. The Borrower shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ ' prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Collateral. The Each of the Borrower and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower Collateral, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Each of the Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, shall xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b8.06(b).

Offices and Records. The Borrower Seller shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores its Records at the respective locations specified in Schedule 4.01(b4.01(i) or, upon 30 days’ ' prior written notice to the Administrative Agent, at such other location in a jurisdiction where all action requested by the Administrative Agent pursuant to Section 12.13 14.15 shall have been taken with respect to the Borrower Seller Collateral. The Borrower Each of the Seller and the Servicer shall, and shall cause the Servicer to at its own cost and expense, maintain adequate and complete records of the Transferred Receivables and the Borrower CollateralSeller Collateral and, with respect to the Servicer only, all of the Originator's Receivables, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower shall, Each of the Seller and shall cause the Servicer to, by no later than the Effective Date, shall xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including records, computer records) tapes, computer disks and credit files pertaining to the Borrower Seller Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIVIII and in accordance with Section 5.01(d)(ii). Upon the occurrence and during the continuance of If a Termination EventEvent has occurred and is continuing, at any time on the demand of the Administrative Agent or any Purchaser Agent, the Borrower shall, Seller and shall cause the Servicer to, shall deliver and turn over such books and records to the Administrative Agent, such Purchaser Agent or its representatives at any time on demand of the Administrative Agentrepresentatives, as applicable. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Purchaser Agent, the Borrower shall, Seller and shall cause the Servicer to, shall permit any representative of the Administrative Agent or any Managing such Purchaser Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing such Purchaser Agent as more specifically set forth in Section 7.05(b8.06(b).

Offices and Records. The Borrower Seller shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of ------------------- business and chief executive office offices and the office at which where it stores keeps its Records at the respective locations specified in Schedule 4.01(b) 5 or, upon at least 30 days’ days prior written notice to the Administrative Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 8.06(f) shall have been taken with respect to the Borrower Collateral. The Borrower Seller and the Servicer shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete records of the Records with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shall, Seller and shall cause the Servicer to, by no later than will permit representatives of the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory to the Administrative Agent, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement Operating Agent and the assignment and Liens granted pursuant to this Article VII. Upon the occurrence and during the continuance of a Termination Event, the Borrower shall, and shall cause the Servicer to, deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time on demand and from time to time during normal business hours, and at such times outside of normal business hours as the Operating Agent and the Collateral Agent shall request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Administrative Agent. Prior Seller or the Servicer utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the occurrence Receivables or the Seller's or Servicer's performance under this Agreement with any officer or employee of the Seller or Servicer having knowledge of such matters. In connection therewith, the Operating Agent or the Collateral Agent may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Seller and the Servicer agrees to render to the Operating Agent and the Collateral Agent such clerical and other assistance as may be requested with regard to the foregoing. If a Termination Event shall have occurred and be continuing, promptly upon notice from the Administrative Agent or any Managing Agentrequest therefor, the Borrower shall, and shall cause Seller or the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof deliver to the Administrative Collateral Agent or any Managing Agent as more specifically set forth in Section 7.05(b)records reflecting activity through the close of business on the immediately preceding Business Day.

Offices and Records. The Borrower Each Originator shall maintain its organizational form, jurisdiction of organization, organizational identification number, principal place of business and chief executive office and the office at which it stores keeps its Records at the respective locations specified in Schedule 4.01(b) or, upon 30 days’ prior written notice to the Buyer and the Administrative Agent, at such other location in a jurisdiction where all action reasonably requested by the Buyer, the Administrative Agent or any Group Agent pursuant to Section 12.13 6.13 shall have been taken with respect to the Borrower CollateralTransferred Receivables. The Borrower shall, and Each Originator shall cause the Servicer to at its own cost and expense, for not less than three years from the date on which each Transferred Receivable was originated, or for such longer period as may be required by law, maintain adequate and complete records of the Records with respect to such Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewith. The Borrower Upon the reasonable request of the Buyer, each Originator shall xxxx each Contract (other than invoices) evidencing each Transferred Receivable with a legend, acceptable to the Buyer, evidencing that the Buyer has purchased such Transferred Receivable and that the Administrative Agent, for the benefit of the Secured Parties, has a security interest in and lien thereon. Each Originator shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Requisite Lenders, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VIIIV. Upon the occurrence and during the continuance continuation of a Termination Event, the Borrower shall, and each Originator shall cause the Servicer to, deliver and turn over such books and records to the Administrative Agent or its representatives at any time on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Group Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of ------------------- business and chief executive office offices and the office at which where it stores keeps its Records at the respective locations specified in Schedule 4.01(b) 1 or, upon 30 days’ thirty (30) days prior written notice to the Administrative Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 8.06(f) shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete records of the Records with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shalland the Servicer will permit representatives of the Deal Agent and the Collateral Agent at any time and from time to time during normal business hours, and at such times outside of normal business hours as the Deal Agent and the Collateral Agent shall cause reasonably request, (i) to inspect and make copies of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer toutilized in connection with the collection, by no later than processing or servicing of the Effective DateTransferred Receivables for the purpose of examining such Records, xxxx conspicuously with a legend, in form and substance satisfactory to discuss matters relating to the Administrative AgentReceivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of !he Borrower or Servicer having knowledge of such matters. In connection therewith, its books the Deal Agent or the Collateral Agent may institute procedures to permit it to confirm the Obligor balances in respect of any Transferred Receivables. Each of the Borrower and records (including computer records) and credit files pertaining the Servicer agrees to render to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement Deal Agent and the assignment Collateral Agent such clerical and Liens granted pursuant other assistance as may be reasonably requested with regard to this Article VIIthe foregoing. Upon the occurrence and during the continuance of If a Termination EventEvent shall have Occurred and be continuing, promptly upon request therefor, the Borrower shall, and shall cause or the Servicer to, shall deliver and turn over such books and records to the Administrative Collateral Agent or its representatives at any time records reflecting activity through the close of business on demand of the Administrative Agent. Prior to the occurrence of a Termination Event and upon notice from the Administrative Agent or any Managing Agent, the Borrower shall, and shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof to the Administrative Agent or any Managing Agent as more specifically set forth in Section 7.05(b)immediately preceding Business Day.

Offices and Records. The Borrower Originator shall maintain keep its organizational form, jurisdiction of organization, organizational identification number, principal chief place of ------------------- business and chief executive office offices and the office at which where it stores keeps its Records at the respective locations specified in Schedule 4.01(b) 1 hereto or, upon at least 30 days’ days prior written notice to PSC and the Administrative Collateral Agent, at such other location in a jurisdiction where all action requested required by the Administrative Agent pursuant to Section 12.13 4.02(d) shall have been taken with respect to the Borrower CollateralTransferred Receivables. The Borrower Originator shall, and shall cause for not less than three years or for such longer period as may be required by law, from the Servicer to at its own cost and expensedate on which any Transferred Receivable arose, maintain adequate and complete records of the Records with respect to each Transferred Receivables and the Borrower CollateralReceivable, including records of any and all payments received, credits granted and merchandise returned with respect thereto and all other dealings therewithreturned. The Borrower shall, and shall cause the Servicer to, by no later than the Effective Date, xxxx conspicuously with a legend, in form and substance satisfactory Upon prior notice to the Administrative AgentOriginator, its books and records (including computer records) and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Agreement and the assignment and Liens granted pursuant to this Article VII. Upon except after the occurrence and during the continuance of a any Termination Event, the Borrower shallOriginator will permit representatives of PSC, and shall cause the Servicer toServicer, deliver and turn over such books and records to the Administrative Operating Agent or its representatives the Collateral Agent at any time on demand and from time to time during normal business hours, and at such times outside of normal business hours as PSC, the Servicer, the Operating Agent or the Collateral Agent shall reasonably request, (i) to inspect and make copies of and abstracts from such Records, (ii) to visit the properties of the Administrative Agent. Prior Originator utilized in connection with the collection, processing or servicing of the Transferred Receivables for the purpose of examining such Records, and (iii) to discuss matters relating to the occurrence Transferred Receivables or the Originator's performance under this Agreement or the affairs, finances and accounts of the Originator with any of its officers, directors, employees, representatives or agents and with its independent certified accountants. The Originator will advise its independent certified accountants that PSC, the Operating Agent, the Servicer and the Collateral Agent have been authorized to review and discuss with such accountants any and all financial statements and other information of any kind that they may have with respect to the Originator. The Originator shall be given prior notice of any discussions with its accountants and the opportunity to participate; provided that the Originator's failure or inability to participate shall not prevent any of PSC, the Operating Agent, the Servicer and the Collateral Agent from engaging in such discussions. In connection with the foregoing, in the event any of the Operating Agent or the Collateral Agent determines that a deterioration has or is reasonably likely to occur in the quality of servicing of the Transferred Receivables, any of them, individually or collectively, may institute procedures to permit it to confirm the Obligor's outstanding balances in respect of any Transferred Receivables. The Originator agrees to render to PSC, the Operating Agent and the Collateral Agent, at the Originator's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination Event under the Purchase Agreement shall have occurred and be continuing, promptly upon notice from the Administrative Agent or any Managing Agentrequest therefor, the Borrower shall, and Originator shall cause the Servicer to, permit any representative of the Administrative Agent or any Managing Agent to inspect such books and records and shall provide photocopies thereof assist PSC in delivering to the Administrative Operating Agent or any Managing Agent as more specifically set forth in Section 7.05(b)records reflecting activity through the close of business on the immediately preceding Business Day.