Common use of Offices and Records Clause in Contracts

Offices and Records. The Borrower shall keep its chief place of business and chief executive offices and the office where it keeps its Records at the location specified in Schedule 7 or, upon thirty (30) days' prior written notice to the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e) shall have been taken with respect to the Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable or for such longer period as may be required by law, from the date on which such Pledged Receivable arose, maintain the Records with respect to such Pledged Receivable, including records of all payments received. The Borrower and the Servicer will permit representatives of the Deal Agent and the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours of the Borrower and the Servicer and upon reasonable advance notice (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Receivables. If a Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination Event.

Offices and Records. The Borrower Seller shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 5 or, upon thirty (30) days' at least 30 days prior written notice to the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e8.06(f) shall have been taken with respect to the Collateral. The Borrower Seller and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower Seller and the Servicer will permit representatives of the Deal Operating Agent and the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Operating Agent and the Servicer and upon reasonable advance notice Collateral Agent shall request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower Seller or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the BorrowerSeller's or Servicer's performance under this Agreement with any officer or employee of the Borrower Seller or Servicer having knowledge of such matters. In connection therewith, the Deal Operating Agent or the Collateral Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. Each of the Seller and the Servicer agrees to render to the Operating Agent and the Collateral Agent such clerical and other assistance as may be requested with regard to the foregoing. If a Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower Seller or the Servicer shall deliver to the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower Originator shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 1 hereto or, upon thirty (30) days' at least 30 days prior written notice to PSC and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e4.02(d) shall have been taken with respect to the CollateralTransferred Receivables. The Borrower and the Servicer Originator shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the adequate Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and Upon prior notice to the Servicer Originator, except after the occurrence of any Termination Event, the Originator will permit representatives of PSC, the Deal Servicer, the Operating Agent and or the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as PSC, the Borrower and Servicer, the Servicer and upon reasonable advance notice Operating Agent or the Collateral Agent shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such recordsRecords, and (ii) to visit the properties of the Borrower or the Servicer Originator utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Records, and (iii) to discuss matters relating to the Pledged Transferred Receivables or the Borrower's or ServicerOriginator's performance under this Agreement or the affairs, finances and accounts of the Originator with any officer of its officers, directors, employees, representatives or employee agents and with its independent certified accountants. The Originator will advise its independent certified accountants that PSC, the Operating Agent, the Servicer and the Collateral Agent have been authorized to review and discuss with such accountants any and all financial statements and other information of any kind that they may have with respect to the Borrower Originator. The Originator shall be given prior notice of any discussions with its accountants and the opportunity to participate; provided that the Originator's failure or inability to participate shall not prevent any of PSC, the Operating Agent, the Servicer having knowledge of and the Collateral Agent from engaging in such mattersdiscussions. In connection therewithwith the foregoing, in the Deal event any of the Operating Agent or the Collateral Agent determines that a deterioration has or is reasonably likely to occur in the quality of servicing of the Transferred Receivables, any of them, individually or collectively, may institute procedures to permit it at its expense to confirm the Obligor Obligor's outstanding balances in respect of any Pledged Transferred Receivables. The Originator agrees to render to PSC, the Operating Agent and the Collateral Agent, at the Originator's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination Event under the Purchase Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Originator shall deliver assist PSC in delivering to the Collateral Operating Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower Originator shall keep its chief place of business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 1 hereto or, upon thirty (30) days' at least 30 days prior written notice to MCF and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e4.02(d) shall have been taken with respect to the CollateralTransferred Receivables. The Borrower and the Servicer Originator shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the adequate Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and Upon prior notice to the Servicer Originator, except after the occurrence of any Termination Event, the Originator will permit representatives of MCF, the Deal Servicer, the Operating Agent and or the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours hours, and at such times outside of normal business -16- (a) The Originator shall be given prior notice of any discussions with its accountants and the Borrower and opportunity to participate; provided that the Originator's failure or inability to participate shall not prevent any of MCF, the Operating Agent, the Servicer and upon reasonable advance notice (i) the Collateral Agent from engaging in such discussions. After the Effective Date, if the Originator engages the services of accountants other than Deloitte & Touche, it shall deliver a letter addressed to inspect such accountants containing the same terms and make copies (at provisions as the sole cost and expense Accountants' Letter. In connection with the foregoing, in the event any of the Deal Originator, the Operating Agent or the Collateral Agent, as Agent determines that a deterioration has or is reasonably likely to occur in the case may be) quality of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables for the purpose Transferred Receivables, any of examining such Recordsthem, and to discuss matters relating to the Pledged Receivables individually or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewithcollectively, the Deal Agent may institute procedures to permit it at its expense to confirm the Obligor Obligor's outstanding balances in respect of any Pledged Transferred Receivables. The Originator agrees to render to MCF, the Operating Agent and the Collateral Agent, at the Originator's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination Event under the Purchase Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Originator shall deliver assist MCF in delivering to the Collateral Operating Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep not change its chief name, identity, corporate structure or jurisdiction of organization in any manner, unless it shall have given the Agents at least 30 day's prior written notice thereof and all action requested by the Agents pursuant to SECTION 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower shall maintain its principal place of business and chief executive offices office and the office where at which it keeps stores its Records at the location specified in Schedule 7 SCHEDULE 4.01(B) or, upon thirty (30) 30 days' prior written notice to the Collateral AgentAgents, at such other location in a jurisdiction where all action required requested by Section 8.4(e) the Agents pursuant to SECTION 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, until at the period ending one year after Borrower's own cost and expense (except to the repayment in full or maturity of each Pledged Receivable or for extent that such longer period as may be required expense is borne by law, from the date on which such Pledged Receivable aroseAdministrator pursuant to the Administration Agreement), maintain adequate and complete records of the Records with respect to such Pledged ReceivableTrust Investments and the Borrower Collateral, including records of any and all payments received, credits granted with respect thereto and all other dealings therewith. The Upon the request of any of the Agents, the Borrower and the Servicer will permit representatives of appropriate Service Provider shall mark conspicuously ▇▇▇▇ a legend, in form and substance satisfactory to the Deal Agent Administrative Agent, its books and records, computer tapes, computer disks and credit files pertaining to the Borrower Collateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to evidence this Loan Agreement and the Collateral Agent at any time assignment and from time Liens granted pursuant to time (but no more often than quarterly) this ARTICLE VII. Upon the occurrence and during normal business hours the continuance of an Event of Default, the Borrower and the Servicer shall, and shall cause the other Service Providers to, deliver and turn over such books and records to the Administrative Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Administrative Agent. Prior to the occurrence of an Event of Default and upon reasonable advance notice (i) to inspect and make copies (at from the sole cost and expense of the Deal Agent or the Collateral Administrative Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Receivables. If a Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or and the Servicer shall, and shall deliver cause the other Service Providers to, permit any representative of any Agent to the Collateral inspect such books and records and shall provide photocopies thereof to such Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination Eventas more specifically set forth in SECTION 7.05(B).

Offices and Records. The Borrower Company shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 Section 4.01(a)(x) or, upon thirty (30) days' days prior written notice to CWC and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e4.02(f) shall have been taken with respect to the CollateralTransferred Receivables. The Borrower and the Servicer Company shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer Company will permit representatives of CWC, the Servicer, the Deal Agent and or the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as CWC, the Borrower and Servicer, the Servicer and upon reasonable advance notice Deal Agent or the Collateral Agent shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer Company utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Transferred Receivables or the Borrower's or ServicerCompany's performance under this Agreement or the affairs, finances and accounts of the Company with any of its officers, directors, employees, representatives or agents and with its independent certified accountants and advise such accountants that CWC, the Deal Agent, the Servicer and the Collateral Agent have been authorized to review and discuss with such accountants any and all financial statements and other information of any kind that they may have with respect to the Company and direct such accountants to comply with any request of CWC, the Deal Agent, the Servicer or the Collateral Agent for such information with any officer or employee of the Borrower or Servicer Company having knowledge of such matters. In connection therewith, CWC, the Deal Agent or the Collateral Agent may institute procedures to permit it at its expense to confirm the Obligor outstanding balances in respect of any Pledged Transferred Receivables. The Company agrees to render to CWC, the Deal Agent and the Collateral Agent, at the Company's own cost and expense, such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination Event under the Funding Agreement shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer Company shall deliver assist CWC in delivering to the Collateral Deal Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records records at the location specified in Schedule 7 Section 10.9 or, upon thirty (30) days' 60 days prior written notice to the ------------ Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e9.4(e) shall have been taken with respect to the ------------- Borrower Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent, the Backup Servicer, the Collateral Agent and the Collateral Agent Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Agent, the Backup Servicer, the Collateral Agent and the Servicer and upon reasonable advance notice Custodian shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Recordsrecords, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. If Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower Seller shall keep maintain its chief principal ------------------- place of business and chief executive offices office and the office where at which it keeps stores its Records at the location respective locations specified in Schedule 7 4.01(b) or, upon thirty (30) ---------------- 30 days' prior written notice to the Purchaser, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action required requested by the Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 8.4(e) 14.15 shall have been taken with respect to the Seller Collateral. ------------- The Borrower Seller shall also maintain each location where Seller Collateral is located and each office at which it stores its Records only at the respective locations specified in Schedule 4.01(b) or at such other substituted or additional ---------------- locations with respect to which the Seller shall, not later than 30 days after establishing such location, (x) have notified the Purchaser, the Operating Agent and the Collateral Agent thereof, and (y) have taken all action necessary or otherwise requested by the Purchaser, the Operating Agent or the Collateral Agent pursuant to Section 12.15 with respect to the Seller Collateral. Each of ------------- the Seller and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable or for such longer period as may be required by law, from the date on which such Pledged Receivable aroseat its own cost and expense, maintain adequate and complete records of the Records with respect to such Pledged ReceivableTransferred Receivables and the 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 Each of the Seller and the Servicer will permit shall ▇▇▇▇ conspicuously with a legend, in form and substance satisfactory to the Collateral Agent, its books and records, computer tapes, computer disks and credit files pertaining to the 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 VIII. Upon the occurrence and during ------------ the continuance of a Termination Event, the Seller and Servicer shall deliver and turn over such books and records to the Collateral Agent or its representatives at any time on demand of the Deal Collateral Agent. Prior to the occurrence of a Termination Event and upon notice from the Collateral Agent, the Seller and the Servicer shall permit any representative of the Operating Agent or the Collateral Agent to inspect such books and records and shall provide photocopies thereof to the Operating Agent and the Collateral Agent at any time and from time to time (but no as more often than quarterly) during normal business hours of the Borrower and the Servicer and upon reasonable advance notice (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized specifically set forth in connection with the collection, processing or servicing of the Pledged Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such mattersSection 8.06(b). In connection therewith, the Deal Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Receivables. If a Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination Event.---------------

Offices and Records. The Borrower Seller shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 5 or, upon thirty (30) days' at least 30 days prior written notice to the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e8.06(f) shall have been taken with respect to the Collateral. The Borrower Seller and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the adequate Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower Upon prior notice to the Seller and the Servicer, except after the occurrence of any Termination Event, the Seller and the Servicer will permit representatives of the Deal Operating Agent and the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Operating Agent and the Servicer and upon reasonable advance notice Collateral Agent shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower Seller or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the BorrowerSeller's or Servicer's performance under this Agreement with any officer or employee of the Borrower Seller or Servicer having knowledge of such matters. In connection therewith, the Deal Operating Agent or the Collateral Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. Each of the Seller and the Servicer agrees to render to the Operating Agent and the Collateral Agent such clerical and other assistance as may be requested with regard to the foregoing. If a Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower Seller or the Servicer shall deliver to the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep its chief place of business and chief executive offices and the office where it keeps its Records records at the location specified in Schedule 7 Section 10.9 or, upon thirty (30) days' 60 days prior written notice to the Collateral AgentCustodian and the Insurer, at such other location in a jurisdiction where all action required by Section 8.4(e9.4(f) shall have been taken with respect to the Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent Agent, the Insurer, the Backup Servicer and the Collateral Agent Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Agent, the Insurer, the Backup Servicer and the Servicer and upon reasonable advance notice Custodian shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Recordsrecords, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent Agent, the Insurer, the Backup Servicer or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Agent, the Insurer, the Backup Servicer and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination an Event of Default shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent Custodian records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep its chief place of business and chief executive offices and the office where it keeps its Records records at the location specified in Schedule 7 SECTION 10.9 or, upon thirty (30) days' 60 days prior written notice to the Collateral Agent and the Agent, at such other location in a jurisdiction where all action required by Section 8.4(eSECTION 9.4(e) shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent, the Backup Servicer, the Collateral Agent and the Collateral Agent Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Agent, the Backup Servicer, the Collateral Agent and the Servicer and upon reasonable advance notice Custodian shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Recordsrecords, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. If Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent and the Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep maintain its chief principal place of business and chief executive offices office and the office where at which it keeps stores its Records at the location specified in Schedule 7 4.01(b) or, upon thirty (30) 30 days' prior written notice to each of the Lenders, the Lender Agent, the Operating Agent and the Collateral Agent, at such other location in a jurisdiction where all action required requested by each of the Lenders, the Lender Agent, the Operating Agent or the Collateral Agent pursuant to Section 8.4(e) 12.15 shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, until at the period ending one year after Borrower's own cost and expense (except to the repayment in full or maturity of each Pledged Receivable or for extent that such longer period as may be required expense is borne by law, from the date on which such Pledged Receivable aroseAdministrator pursuant to the Administration Agreement), maintain adequate and complete records of the Records with respect to such Pledged ReceivableTrust Investments and the Borrower Collateral, including records of any and all payments received, credits granted with respect thereto and all other dealings therewith. The Borrower and Upon the Servicer will permit representatives request of either of the Deal Agent and Lenders, the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours of Lender Agent, the Borrower and the Servicer and upon reasonable advance notice (i) to inspect and make copies (at the sole cost and expense of the Deal Operating Agent or the Collateral Agent, as the case may be) of Borrower and abstracts from such the appropriate Service Provider shall ▇▇▇▇ conspicuously with a legend, in form and substance satisfactory to the Lender Agent, its books and records, computer tapes, computer disks and (ii) credit files pertaining to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables for the purpose of examining such RecordsCollateral, and its file cabinets or other storage facilities where it maintains information pertaining thereto, to discuss matters relating evidence this Loan Agreement and the assignment and Liens granted pursuant to this Article VII. Upon the Pledged Receivables or occurrence and during the Borrower's or Servicer's performance under this Agreement with any officer or employee continuance of the Borrower or Servicer having knowledge an Event of such matters. In connection therewith, the Deal Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Receivables. If a Termination Event shall have occurred and be continuing, promptly upon request thereforDefault, the Borrower or and the Servicer shall, and shall cause the other Service Providers to, deliver and turn over such books and records to the Lender Agent or its representatives (including, without limitation, the Custodians) at any time on demand of the Lender Agent. Prior to the occurrence of an Event of Default and upon notice from the Lender Agent, the Borrower and the Servicer shall, and shall cause the other Service Providers to, permit any representative of the Lender Agent, the Operating Agent or the Collateral Agent to inspect such books and records reflecting activity through and shall provide photocopies thereof to the close of business on Lender Agent, the Business Day immediately preceding such Termination EventOperating Agent and the Collateral Agent as more specifically set forth in Section 7.05(b).

Offices and Records. The Borrower shall keep its chief place of business and chief executive offices and the office where it keeps its Records records at the location specified in Schedule 7 Section 10.9 or, upon thirty (30) days' 60 days prior written notice to the Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e9.4(e) shall have been taken with respect to the Borrower Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Collateral Agent Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Servicer and upon reasonable advance notice Custodian shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such recordsits records with respect to the Transferred Receivables, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables Collateral for the purpose of examining such Recordsrecords, and to discuss matters relating to the Pledged Receivables Collateral or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. If Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Designated Backup Subservicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records records at the location specified in Schedule 7 Section 10.9 or, upon thirty (30) days' 60 days prior written notice ------------ to the Agent and the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e9.4(e) shall have been taken with respect -------------- to the Borrower Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent, the Backup Servicer, the Collateral Agent and the Collateral Agent Custodian at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Agent, the Backup Servicer, the Collateral Agent and the Servicer and upon reasonable advance notice Custodian shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such recordsits records with respect to the Transferred Receivables and Transferred ABS, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Receivables Collateral for the purpose of examining such Recordsrecords, and to discuss matters relating to the Pledged Receivables Collateral or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent, the Backup Servicer, the Collateral Agent or the Custodian may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged ReceivablesTransferred Receivables or the unpaid balance of any Transferred ABS. If Each of the Borrower and the Servicer agrees to render to the Agent, the Backup Servicer, the Collateral Agent and the Custodian such clerical and other assistance as may be reasonably requested with regard to the foregoing. Without duplication of any obligations of the Servicer set forth in clause (b) below, if a Facility Termination Event shall have occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Agent and the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.

Offices and Records. The Borrower shall keep its chief place of ------------------- business and chief executive offices and the office where it keeps its Records at the location respective locations specified in Schedule 7 1 or, upon thirty (30) days' days prior written notice to the Collateral Agent, at such other location in a jurisdiction where all action required by Section 8.4(e8.06(f) shall have been taken with respect to the Collateral. The Borrower and the Servicer shall, until the period ending one year after the repayment in full or maturity of each Pledged Receivable for not less than three years or for such longer period as may be required by law, from the date on which such Pledged any Transferred Receivable arose, maintain the Records with respect to such Pledged each Transferred Receivable, including records of all payments received, credits granted and merchandise returned. The Borrower and the Servicer will permit representatives of the Deal Agent and the Collateral Agent at any time and from time to time (but no more often than quarterly) during normal business hours, and at such times outside of normal business hours of as the Borrower Deal Agent and the Servicer and upon reasonable advance notice Collateral Agent shall reasonably request, (i) to inspect and make copies (at the sole cost and expense of the Deal Agent or the Collateral Agent, as the case may be) of and abstracts from such records, and (ii) to visit the properties of the Borrower or the Servicer utilized in connection with the collection, processing or servicing of the Pledged Transferred Receivables for the purpose of examining such Records, and to discuss matters relating to the Pledged Receivables or the Borrower's or Servicer's performance under this Agreement with any officer or employee of the !he Borrower or Servicer having knowledge of such matters. In connection therewith, the Deal Agent or the Collateral Agent may institute procedures to permit it at its expense to confirm the Obligor balances in respect of any Pledged Transferred Receivables. Each of the Borrower and the Servicer agrees to render to the Deal Agent and the Collateral Agent such clerical and other assistance as may be reasonably requested with regard to the foregoing. If a Termination Event shall have occurred Occurred and be continuing, promptly upon request therefor, the Borrower or the Servicer shall deliver to the Collateral Agent records reflecting activity through the close of business on the Business Day immediately preceding such Termination EventBusiness Day.