Common use of Transfer of Records Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Transfer of Records. (a) In connection with the Purchases any sale or contribution of Receivables hereunder, each Originator hereby sells or contributes, as applicablesells, transfers, assigns and otherwise conveys to the Buyer all of Originator’s its right and title to and interest in the Records relating to all the Receivables sold or contributed by it hereunder, but solely to the extent related to such Receivables, without the need for any further documentation in connection with the Purchasessuch sale or contribution. In connection with such transfer, each Originator hereby grants to each of the Buyer, the Administrative Agent (as Buyer’s assignee) and the Master Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the applicable Originator or is owned by others and used by any Originator under license agreements with respect thereto, ; provided, however, that should so long as the Records maintained in any software the license or sublicense of which hereunder would require the consent of any the applicable licensor of can be exported to Excel, such software shall not be required for the grant of included in the license described herein, to be effective, Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensorgranted in this Section 1.5. The license granted hereby shall be irrevocable until the payment in full in cash of the Aggregate UnpaidsUnpaids (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), and shall automatically terminate on the Final Payout Datedate this Agreement terminates in accordance with its terms. Section 1.6.