Common use of Offices and Records Clause in Contracts

Offices and Records. ACFS and the Borrowers will permit representatives of the Revolver Collateral Agent, the Facility Representatives and the Master Collateral Agent, at the expense of ACFS in the case of one visit per year, at any time and from time to time during normal business hours (i) to inspect and make copies of and abstracts from its records regarding the Collateral and Designated Term Series, and (ii) to visit the properties of the Borrowers or ACFS utilized in connection with the servicing of the Designated Term Series for the purpose of examining such records, and to discuss matters relating to the Designated Term Series or the Borrowers' or ACFS' performance under this Agreement with any officer or employee of the Borrowers or ACFS having knowledge of such matters, provided that the Person seeking such information has given the Borrowers or ACFS prior written notice of its intent to inspect or visit and provided, further that no such Person shall so inspect or visit the Borrowers or ACFS more frequently than once per quarter unless a Default or an Event of Default has occurred and is continuing or ACFS otherwise consents to such additional inspection or visit. If a Default or Event of Default has occurred and is continuing, such inspection or visit shall be at the expense of the Borrowers. Each of the Borrowers and ACFS agrees to render to the Revolver Collateral Agent and the Master Collateral Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing. Neither Borrower shall change its name, identity or corporate structure to such an extent that any financing statement filed by the Master Collateral Agent in connection with this Agreement would become seriously misleading, unless it shall have given the Master Collateral Agent and the Revolver Collateral Agent at least 30 days' prior written notice of such change.

Offices and Records. ACFS The Borrower shall keep its chief place of business and chief executive offices and the Borrowers office where it keeps its records at the location specified in Section 10.9 or, upon 60 days prior written notice to the Custodian and the Insurer, at such other location in a jurisdiction where all action required by Section 9.4(f) shall have been taken with respect to the Collateral. The Borrower and the Servicer shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Revolver Collateral Agent, the Facility Representatives Insurer, the Backup Servicer and the Master Collateral Agent, at the expense of ACFS in the case of one visit per year, 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 Insurer, the Backup Servicer and the Custodian shall reasonably request, (i) to inspect and make copies of and abstracts from its records regarding the Collateral and Designated Term Seriessuch records, and (ii) to visit the properties of the Borrowers Borrower or ACFS the Servicer utilized in connection with the collection, processing or servicing of the Designated Term Series Transferred Receivables for the purpose of examining such records, and to discuss matters relating to the Designated Term Series Receivables or the Borrowers' Borrower's or ACFS' Servicer's performance under this Agreement with any officer or employee of the Borrowers Borrower or ACFS Servicer having knowledge of such matters. In connection therewith, provided that the Person seeking such information has given Agent, the Borrowers Insurer, the Backup Servicer or ACFS prior written notice the Custodian may institute procedures to permit it to confirm the Obligor balances in respect of its intent to inspect or visit and provided, further that no such Person shall so inspect or visit the Borrowers or ACFS more frequently than once per quarter unless a Default or an Event of Default has occurred and is continuing or ACFS otherwise consents to such additional inspection or visit. If a Default or Event of Default has occurred and is continuing, such inspection or visit shall be at the expense of the Borrowersany Transferred Receivables. Each of the Borrowers Borrower and ACFS the Servicer agrees to render to the Revolver Collateral Agent Agent, the Insurer, the Backup Servicer and the Master Collateral Agent Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Neither Borrower shall change its name, identity or corporate structure to such If an extent that any financing statement filed by the Master Collateral Agent in connection with this Agreement would become seriously misleading, unless it Event of Default shall have given occurred and be continuing, promptly upon request therefor, the Master Collateral Agent and Borrower or the Revolver Collateral Agent at least 30 days' prior written notice Servicer shall deliver to the Custodian records reflecting activity through the close of such changebusiness on the immediately preceding Business Day.

Offices and Records. ACFS shall cause the Borrower to keep its chief place of business and chief executive offices and the Borrowers will permit representatives office where it keeps its records at the location specified in SECTION 4.01 of the Revolver Collateral AgentCredit Agreement or, upon 30 days prior written notice to the Facility Representatives Agent and the Master Lender Collateral Agent, at such other location in a jurisdiction where all action required by SECTION 5(d) shall have been taken with respect to the expense Borrower Collateral. ACFS will permit, and will cause the Borrower to permit, representatives of ACFS in the case of one visit per year, Agent and the Lender Collateral Agent at any time and from time to time during normal business hours (i) to inspect and make copies of and abstracts from its records regarding the Collateral and Designated Term Seriessuch records, and (ii) to visit the properties of the Borrowers Borrower or ACFS utilized in connection with the servicing of the Designated Term Series for the purpose of examining such records, and to discuss matters relating to the Designated Term Series or the Borrowers' Borrower's or ACFS' performance under this Agreement and the other Transaction Documents with any officer or employee of the Borrowers Borrower or ACFS having knowledge of such matters, provided PROVIDED that the Person seeking such information has given the Borrowers Borrower or ACFS prior written notice of its intent to inspect or visit and providedPROVIDED, further FURTHER that no such Person shall so inspect or visit the Borrowers Borrower or ACFS more frequently than once per quarter unless a Default or an Facility Maturity Event of Default has occurred and is continuing or ACFS otherwise consents to such additional inspection or visit. If a Default or Event of Default has occurred and is continuing, such inspection or visit shall be at the expense of the Borrowers. Each of the Borrowers and ACFS agrees to render render, and to cause the Borrower to render, to the Revolver Collateral Agent and the Master Lender Collateral Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing. Neither ACFS shall cause the Borrower shall not to change its name, identity or corporate structure to such an extent that any financing statement filed by the Master Lender Collateral Agent in connection with this Agreement would become seriously misleading, unless it shall have given the Master Lender Collateral Agent and the Revolver Collateral Agent at least 30 days' prior written notice of such change.

Offices and Records. ACFS The Company shall keep its chief place of ------------------- business and chief executive offices and the Borrowers office where it keeps its Records at the respective locations specified in Section 4.01(a)(x) or, upon thirty (30) days prior written notice to CWC and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 4.02(f) shall have been taken with respect to the Transferred Receivables. The Company shall, for not less than three years or for such longer period as may be required by law, from the date on which any Transferred Receivable arose, maintain the Records with respect to each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Company will permit representatives of the Revolver Collateral AgentCWC, the Facility Representatives and Servicer, the Master Deal Agent or the Collateral Agent, at the expense of ACFS in the case of one visit per year, Agent at any time and from time to time during normal business hours, and at such times outside of normal business hours as CWC, the Servicer, the Deal Agent or the Collateral Agent shall reasonably request, (i) to inspect and make copies of and abstracts from its records regarding the Collateral and Designated Term Seriessuch records, and (ii) to visit the properties of the Borrowers or ACFS Company utilized in connection with the collection, processing or servicing of the Designated Term Series Transferred Receivables for the purpose of examining such recordsRecords, and to discuss matters relating to the Designated Term Series Transferred Receivables or the Borrowers' or ACFS' Company's performance under this Agreement or the affairs, finances and accounts of the Company with any of its officers, directors, employees, representatives or agents and with its independent certified accountants and advise such accountants that CWC, the Deal 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 Company and direct such accountants to comply with any request of CWC, the Deal Agent, the Servicer or the Collateral Agent for such information with any officer or employee of the Borrowers or ACFS Company having knowledge of such matters. In connection therewith, provided that CWC, the Person seeking such information has given Deal Agent or the Borrowers or ACFS prior written notice Collateral Agent may institute procedures to permit it to confirm the Obligor outstanding balances in respect of its intent to inspect or visit and provided, further that no such Person shall so inspect or visit the Borrowers or ACFS more frequently than once per quarter unless a Default or an Event of Default has occurred and is continuing or ACFS otherwise consents to such additional inspection or visitany Transferred Receivables. If a Default or Event of Default has occurred and is continuing, such inspection or visit shall be at the expense of the Borrowers. Each of the Borrowers and ACFS The Company agrees to render to CWC, the Revolver Collateral Deal Agent and the Master Collateral Agent Agent, at the Company's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. Neither Borrower shall change its name, identity or corporate structure to such an extent that any financing statement filed by If a Termination Event under the Master Collateral Agent in connection with this Funding Agreement would become seriously misleading, unless it shall have given occurred and be continuing, promptly upon request therefor, the Master Collateral Company shall assist CWC in delivering to the Deal Agent and records reflecting activity through the Revolver Collateral Agent at least 30 days' prior written notice close of such changebusiness on the immediately preceding Business Day.

Offices and Records. Each of ACFS and the Borrowers will permit representatives of the Revolver Collateral Agent, the Facility Representatives and the Master Collateral Agentpermit, at the expense of ACFS in ACFS, representatives of the case of one visit per yearAdministrative Agent, the Agents and the Lender Collateral Agent at any time and from time to time during normal business hours (i) to inspect and make copies of and abstracts from its records regarding the Revolver Collateral and Designated Term Series, and (ii) to visit the properties of the Borrowers or ACFS utilized in connection with the servicing of the Designated Term Series for the purpose of examining such records, and to discuss matters relating to the Designated Term Series or the Borrowers' or ACFS' performance under this Agreement and the other Transaction Documents with any officer or employee of the Borrowers or ACFS having knowledge of such matters, provided that the Person seeking such information has given the Borrowers or ACFS prior written notice of its intent to inspect or visit and provided, further that no such Person shall so inspect or visit the Borrowers or ACFS more frequently than once per quarter unless a Default or an Event of Default has occurred and is continuing or ACFS otherwise consents to such additional inspection or visit. If a Default or Event of Default has occurred and is continuing, such inspection or visit shall be at the expense of the Borrowers. Each of ACFS and the Borrowers and ACFS agrees agree to render to the Revolver Collateral Administrative Agent and the Master Lender Collateral Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing. Neither Borrower shall Each of the Borrowers agrees not to change its name, identity or corporate structure to such an extent that any financing statement filed by the Master Lender Collateral Agent in connection with this Agreement would become seriously misleadingmisleading or change the jurisdiction in which it is organized, unless it shall have given the Master Lender Collateral Agent and the Revolver Collateral Administrative Agent at least 30 days' prior written notice of such change.