Common use of Keeping and Marking of Records and Books Clause in Contracts

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originator. (ii) The Originator will: (A) on or prior to the Effective Date, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assignee), describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (i) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Such Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the such Originator. (ii) The Such Originator will: (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assignee), describing Buyer’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate timely identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: will (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or Agent, (x) at any of the Purchaserstime, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (Event, at which the Agent is considering the termination of JWPR Corporation as defined in “Servicer” under the Purchase Agreement: (x) Agreement or Buyer as a “Sub-Servicer” thereunder, ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) after the termination of JWPR Corporation as Servicer under the Purchase Agreement or any Originator as Sub-Servicer thereunder , deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) Agent all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). , The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originator. (ii) The Originator will: (A) on or prior to the Effective Date, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assignee), describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (i) The Originator NSI Georgia will (and will cause NSI Enterprises to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator NSI Georgia will (and will cause NSI Enterprises to) give Buyer (and the Administrative Agent and each PurchaserAgent, as Buyer’s collateral assigneesits assignee) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: NSI Georgia will (and will cause NSI Enterprises to) (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records re▇▇▇▇s relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral its assignee), describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Receivable Interests of the Administrative Agent (on behalf of the PurchasersLenders) under the Purchase Credit and Security Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the PurchasersAgent, as Buyer’s collateral assigneesits assignee) following the occurrence of and when a Termination Event or an Amortization Event (as defined is in the Purchase Agreementexistence: (x) ▇▇▇▇ mark each Contract with a legend describing Buyer’s ownership interests 's ownershi▇ ▇nterests in such the Receivables and further describing the Receivables Receivable Interests of the Administrative Agent (on behalf of the PurchasersLenders) and (y) deliver to Buyer (or, following or the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral its assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.

Keeping and Marking of Records and Books. (i) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable originated by it and all Collections of and adjustments to each such existing Receivable). The Such Originator will give Buyer (the Agent, the Surety Provider and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) North Coast notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Such Originator will: will (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records re▇▇▇▇s relating to the its Receivables originated by it with a legend, acceptable to the Buyer (and to the Administrative Agent, as Buyer’s collateral assignee)Surety Provider, describing Buyer’s ownership interests in such the Receivables and specifying the company number and further describing the Receivables Interests sale thereof by Buyer to Funding and the sale and assignment of interests therein sold, and the pledge of the Administrative Purchased Assets, by Funding to the Agent (on behalf for the benefit of the Purchasers) under North Coast and the Surety Provider pursuant to the Purchase Agreement and (B) upon the request of Buyer (North Coast, the Agent or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) Surety Provider following the occurrence of a Termination an Event or an Amortization Event (as defined in the Purchase Agreementof Default: (x) ▇▇▇▇ mark each Contract with a legend describing Buyer’s ownership interests in such Receivables Funding's interest ▇▇▇rein and further describing the Receivables Interests Agent's interest therein for the benefit of North Coast and the Administrative Agent (on behalf of the Purchasers) Surety Provider and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) Funding or its designee all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes constituting "chattel paper," certificated "investment property" or an "instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables").

Keeping and Marking of Records and Books. (i) The Such Originator will (and will cause Morningstar to) maintain and implement administrative and operating procedures proce dures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Such Originator will (and will cause Morningstar to) give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Such Originator will: will (and will cause Morningstar to) (A) on or prior to the Effective DateJune 30, 2000 with respect to any Existing Originator (other than GTL, Tuscan Dairies, Tuscan Management and each Dean Entity), on or prior to June 28, 2001 with respect to ▇▇▇▇ , Tuscan Dairies and Tuscan Management, and on or prior to the date hereof with respect to each Dean Entity, mark its master data processing records and other ot▇▇▇ books and records ▇▇▇ords relating to the Receivables originated by it of such Originator with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assigneesits assigns) following the occurrence and during the continuance of a Termination Event hereunder or an Amortization Event (as defined in under the Purchase Agreement: , (x) ▇▇▇▇ mark each Writing or Contract with a legend describing Buyer’s Buye▇'▇ ownership interests in the Receivables of such Receivables Originator and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assigneeor its assigns) all Writings and Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security Writing or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

Keeping and Marking of Records and Books. (i) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give to the Buyer (and to the Administrative Collateral Agent and each PurchaserManaging Agent, as the Buyer’s collateral 's assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Such Originator will: will (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records ▇▇▇▇rds relating to the Receivables originated by it with a legend, acceptable to the Buyer (and to the Administrative Collateral Agent, as the Buyer’s collateral 's assignee), describing the Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Collateral Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) following the occurrence of an Amortization Event, upon the request of the Buyer (or the Administrative Agent or any of the PurchasersCollateral Agent, as the Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: 's assignee), (x) ▇▇▇▇ mark each Contract with a legend describing the Buyer’s ownership 's owne▇▇▇▇p interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Collateral Agent (on behalf of the Purchasers) and (y) deliver to the Buyer (or, following or the occurrence and during the continuance of an Amortization Event, to the Administrative Collateral Agent, as the Buyer’s collateral 's assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.

Keeping and Marking of Records and Books. (i) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Such Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer▇▇▇▇▇’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the such Originator. (ii) The Such Originator will: (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer▇▇▇▇▇’s collateral assignee), describing Buyer▇▇▇▇▇’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ mark each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer▇▇▇▇▇’s collateral assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (i) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Such Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the such Originator. (ii) The Such Originator will: (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assigneesits assigns) following the occurrence of a Termination Event or an “Amortization Event (Event” under and as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assigneeor its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (ii.) The Originator WFLLC will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated acquired by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable acquired by it and all Collections of and adjustments to each such existing Receivable). The Originator WFLLC will give Buyer (the Agent, the Surety Provider and the Administrative Agent and each Purchaser, as Buyer’s collateral assignees) North Coast notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii.) The Originator will: WFLLC will (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records re▇▇▇▇s relating to the its Receivables originated by it with a legend, acceptable to the Buyer (and to the Administrative Agent, as Buyer’s collateral assignee)Surety Provider, describing Buyer’s ownership interests in such the Receivables and specifying the company number and further describing the Receivables Interests sale thereof by WFLLC to Funding and the sale and assignment of interests therein sold, and the pledge of the Administrative Purchased Assets, by Funding to the Agent (on behalf for the benefit of the Purchasers) under North Coast and the Surety Provider pursuant to the Purchase Agreement and (B) upon the request of Buyer (North Coast, the Agent or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) Surety Provider following the occurrence of a Termination an Event or an Amortization Event (as defined in the Purchase Agreementof Default: (x) ▇▇▇▇ mark each Contract with a legend describing Buyer’s ownership interests in such Receivables Funding's interest ▇▇▇rein and further describing the Receivables Interests Agent's interest therein for the benefit of North Coast and the Administrative Agent (on behalf of the Purchasers) Surety Provider and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assignee) Funding or its designee all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes constituting "chattel paper," certificated "investment property" or an "instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables").

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: will (A) on or prior refer to Buyer's ownership interests in the Receivables and to the Effective DatePurchaser Interests of the Agent (on behalf of the Purchasers) in a footnote in each of its financial statements which are made available to third parties and (B) refer to Buyer's ownership interests in the Receivables and to the Purchaser Interests of the Agent (on behalf of the Purchasers) on each copy of its internal report relating to Receivables and Collections (which report is Originator's GM-7.01 Report (District Summaries), which is distributed widely among its board members and district and branch management personnel). (iii) Originator will, upon the request of Buyer (or its assigns), (A) ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and Agreement, (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (yC) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assigneeor its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.

Keeping and Marking of Records and Books. (i1) The Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Such Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer▇▇▇▇▇’s collateral assignees) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the such Originator. (ii2) The Such Originator will: (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer▇▇▇▇▇’s collateral assignee), describing Buyer▇▇▇▇▇’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the 765800784 14448925 14 4871-5521-5052, v.3 Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assignees) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ mark each Contract with a legend describing Buyer▇▇▇▇▇’s ownership interests in such Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer▇▇▇▇▇’s collateral assignee) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCC) relating to such Receivables.

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: will (A) on or prior to the Effective Initial Funding Date, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasersits assigns), as Buyer’s collateral assignees) following the occurrence and during the continuance of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: or Potential Amortization Event (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (oror its assigns) or the Servicer on behalf of the Buyer a copy of all Contracts, provided that if (1) the Contract has been fully performed or (2) the Buyer (or its assigns) or the Servicer on behalf of the Buyer so requests following the occurrence and during the continuance of an Amortization Event, the Originator shall deliver to the Administrative Agent, as Buyer’s collateral assigneeBuyer (or its assigns) all Contracts or the Servicer on behalf of the Buyer an original of such Contract (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to such the Receivables.

Keeping and Marking of Records and Books. (i) The Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables originated by it in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all such Receivables (including, without limitation, records adequate to permit the immediate identification of each such new Receivable and all Collections of and adjustments to each such existing Receivable). The Originator will give Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: will (A) on or prior to the Effective Datedate hereof, ▇▇▇▇ mark its master data processing records and other books and records relating to the agi▇▇ ▇f the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assigneeor its assigns), describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assigneesits assigns) following from and after the occurrence of a any Termination Event or an Amortization Event (as defined in the Purchase Agreement: Event, (x) ▇mark each Contract and other books and records relating to ▇▇▇ each Contract Receivables with a legend describing Buyer’s 's ownership interests in such the Receivables and further describing the Receivables Purchaser Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to the Administrative Agent, as Buyer’s collateral assigneeor its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded ContractsContract) and other books and records relating to the Receivables (it being understood and agreed that Originator may retain copies of all Invoices such Contracts and, upon the request of Originator, Buyer will (including, without limitation, all multiple originals to the extent such Contracts are in its possession) return (1) the original copy of any such Invoice that constitutes an instrument, a certificated security or chattel paper under Contract for the UCCsole and limited purpose of enabling Originator to enforce its rights thereunder and (2) relating to the original copy of any such ReceivablesContract following the indefeasible payment in full of the Aggregate Unpaids).

Keeping and Marking of Records and Books. (i) The Originator Each of the Originators will maintain and implement administrative and operating procedures (including, without limitation, including (i) an ability to recreate records evidencing Receivables originated by it and related Contracts in the event of the destruction of the originals thereofthereof and (ii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain all documents, books, records records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all such Receivables and the identification and reporting of all Excluded Receivables (including, without limitation, including records adequate to permit the immediate daily identification of each such new Receivable and Excluded Receivable and all Collections of and adjustments to each such existing Receivable and Excluded Receivable). The Originator Each of the Originators will give the Buyer (and the Administrative Agent and each Purchaser, as Buyer’s collateral assigneesor its assigns) prior written notice of any material change in the administrative and operating procedures referred to in the previous sentence other than a change in the type of software used by the Originatorsentence. (ii) The Originator will: (A) on or prior to the Effective Date, ▇▇▇▇ its master data processing records and other books and records relating to the Receivables originated by it with a legend, acceptable to Buyer (and to the Administrative Agent, as Buyer’s collateral assignee), describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests Each of the Administrative Agent (on behalf Originators will upon the reasonable request of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or the Administrative Agent or any of the Purchasers, as Buyer’s collateral assigneesits assigns) following the occurrence of a Termination Event or an Amortization Event (as defined in the Purchase Agreement: (x) ▇▇▇▇ each Contract with a legend describing Buyer’s ownership interests in such Receivables and further describing the Receivables Interests of the Administrative Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or, following the occurrence and during the continuance of an Amortization Event, to a Termination Event hereunder: (1) mark each Contract with a legend describing the Buyer’s ownership interest in the Receivables and further describing the Administrative Agent’s security interest in the Receivables, as Buyer’s collateral assigneeor (2) deliver to the Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract that constitutes an instrument, a certificated security or chattel paper under the UCC but excluding Excluded Contracts) and all Invoices (including, without limitation, all multiple originals of any such Invoice that constitutes an instrument, a certificated security or chattel paper under the UCCContract) relating to the Receivables that are in such Originator’s possession. (m) Compliance with Contracts and Credit and Collection Policy. Such Originator will, (i) except to the extent that a Deemed Collection payment has been made in accordance with Section 1.5 of the Credit and Security Agreement, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the applicable Receivables, and (ii) not take any action inconsistent in any material respect with the Credit and Collection Policy in regard to any such Receivable and the related Contract.