Common use of Offices, Records and Books of Account, Etc Clause in Contracts

Offices, Records and Books of Account, Etc. The ------------------------------------------- Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) at the address of the Seller set forth under its name on the signature page to the Agreement and the office where it keeps its records concerning the Pool Receivables at such address or one of the locations specified in Schedule III hereto or, upon at least 60 days' prior written notice of ------------ a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the interest of the Issuer in the Pool Receivables and related items (including, without limitation, the items described in Section 1.2(d)) have been taken and completed and -------------- (ii) shall provide the Administrator with at least 60 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including, without limitation, a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Appears in 1 contract

Sources: Receivables Purchase Agreement (Mail Well Inc)

Offices, Records and Books of Account, Etc. The ------------------------------------------- Seller (i) shall keep Keep its principal place of business and chief executive office location (as ------------------------------------------ such terms or similar terms are used in the UCC) at the address of the Seller set forth under its name on the signature page to the Agreement and the office where it keeps its records concerning the Pool Receivables at the address of such address Originator set forth under its name on the signature page hereto (or one of in the locations specified in Schedule III hereto Joinder Agreement pursuant to which it became a party hereto) or, upon at least 60 days' thirty days prior written notice of ------------ a proposed change to the AdministratorCompany and the Funding Agents, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Company and the Funding Agents to protect and perfect the interest of the Issuer Company and the Collateral Agent in the Pool Receivables and related items (including, without limitation, the items described in Section 1.2(d)) have been taken and completed and -------------- (ii) shall provide the Administrator Company and the Funding Agents with at least 60 30 days' written notice prior to before making any change in the Seller's its name or making any other change in the Seller's its identity or corporate structure (including, without limitation, a merger) which organizational status that could render any UCC financing statement filed in connection with this Agreement (or other Transaction Documents) "seriously misleading" as such term (or similar term) is used in the UCC; each notice to the Administrator Company and the Funding Agents pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Such Originator will also will maintain and implement administrative and operating procedures (including, without limitation, including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Appears in 1 contract

Sources: Purchase and Sale Agreement (United States Steel Corp)

Offices, Records and Books of Account, Etc. The ------------------------------------------- Seller Seller (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page to the Agreement and the office where it keeps its records concerning the Pool Receivables at such address or one of the locations specified in Schedule III hereto or, upon at least 60 days' prior written notice of ------------ a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Issuer Purchaser in the Pool Receivables and related items (including, including without limitation, limitation the items described in Section SECTION 1.2(d)) have been taken and completed and -------------- (ii) shall provide the Administrator Agent with at least 60 days' written notice prior to making any change in the Seller's name or making any other change in the Seller's identity or corporate structure (including, without limitation, including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Appears in 1 contract

Sources: Receivables Purchase Agreement (Warren S D Co /Pa/)

Offices, Records and Books of Account, Etc. The ------------------------------------------- SellerEach Originator (i) shall keep its principal place of business and chief executive office (as such terms are used in the UCC) and keep its state of organization at the address of the Seller State set forth under its name on the signature page to the Agreement and the office where it keeps its records concerning the Pool Receivables at such address or one of the locations specified in Schedule III hereto Section 4.1(a) or, upon at least 60 thirty (30) days' prior written notice of ------------ a proposed change to the AdministratorCompany (and, if the Receivables Purchase Agreement shall then be in effect, the Administrative Agent), at any other locations in jurisdictions where all actions reasonably requested by the Administrator Company to protect and perfect the interest of the Issuer Company and its assignees in the Pool Receivables and related items (including, without limitation, the items described in Section 1.2(d)) Related Assets have been taken and completed and -------------- (ii) shall provide the Administrator Company (and, if the Receivables Purchase Agreement shall then be in effect, the Administrative Agent) with at least 60 thirty (30) days' written notice prior to making any change in the Seller's such Originator’s name or making any other change in the Seller's such Originator’s identity or corporate organizational structure (including, without limitation, including through a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in the UCC; each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Each Originator also will maintain and implement administrative and operating procedures (including, without limitation, including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

Appears in 1 contract

Sources: Receivables Sale Agreement (Ingram Micro Inc)

Offices, Records and Books of Account, Etc. The ------------------------------------------- Seller Seller (i) shall keep its principal place of business and business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on the signature page Schedule I to the Agreement and the office where it keeps its records concerning the Pool Receivables at such address or one of the locations specified in Schedule III hereto or, upon at least 60 thirty (30) days' prior written notice of ------------ a proposed change to the AdministratorAgent, at any other locations in jurisdictions where all actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Issuer Purchaser in the Pool Receivables and related items (including, without limitation, including the items described in Section 1.2(d)Pool Assets) of the Agreement have been taken and completed and -------------- (ii) shall provide the Administrator Agent with at least 60 sixty (60) days' written notice prior to making any change in (A) the Seller's ’s name or making any other change in the Seller's ’s identity or corporate company structure (including, without limitation, including a merger) which could render any UCC financing statement filed in connection with this Agreement "seriously misleading" as such term is used in or (B) the UCC; each Seller’s jurisdiction of formation. Each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller or the Servicer on its behalf also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables in the ordinary course of business (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). Without limiting the foregoing, the Servicer shall maintain adequate computer and other systems in order to service the Receivables.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)