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, 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 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, 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 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, mark ▇▇▇▇ 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).

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, 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 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, mark ▇▇▇▇ 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 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, 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 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(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, shall mark conspicuously with a legendthe legend set forth in SECTION 7.07(A) hereof, in form i▇▇ ▇ooks 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 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, mark ▇▇▇▇ 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 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, mark shall ▇▇▇▇ 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 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, shall mark conspicuously with a legend, in form and substance satisfactory satisfac▇▇▇▇ 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 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, mark ▇▇▇▇ 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 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, mark to be marked conspicuously with a legend, in form and for▇ ▇▇d 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).