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 or similar 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 Schedule VII to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps keep its records concerning the Receivables state of organization at the address of the Seller State set forth under its name on Schedule VII to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph Section 1(a) in of Exhibit III or, pursuant upon at least thirty (30) days’ prior written notice of a proposed change to clause (k)(iv) belowthe Administrative Agent, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator Administrative Agent to protect and perfect the interest of the Administrator Administrative Agent (for on behalf of itself, the benefit of Purchaser Agents and the Purchasers) in the Pool Receivables and related items (including the other Pool Assets) Assets have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator Administrative Agent with at least 30 thirty (30) days’ written notice before prior to making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including through a Change in Controlmerger) that which could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar term) is used in the UCC; each notice to the Administrator Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller will also file and maintain in effect all filings, and take all such other actions, as may be necessary to protect the validity and perfection of its ownership interest in the Pool Receivables. The Seller also will maintain and implement (or will cause the Servicer to maintain be maintained and implement) implemented administrative and operating procedures (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 (or cause the Servicer to 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 including, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators (as defined in the Sale Agreement), the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ mark its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Each Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address of the such Seller set forth under its name on Schedule VII I to this Agreement or, upon at least 15 days' prior written notice of a proposed change to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) belowPurchaser, at any other locations in jurisdictions in (provided that, if the continental United States where UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken all actions reasonably in any applicable jurisdiction that may be requested by the Administrator to protect and perfect the interest Purchaser in accordance with paragraph (d) of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completedthis Exhibit); provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, and (ii) shall provide the Administrator Purchaser with at least 30 15 days’ ' written notice before prior to making any change in the such Seller’s 's name or making any other change in the such Seller’s 's identity or corporate structure (including a Change in Controlmerger) that which could render any UCC financing statement theretofore filed with respect to such Person by any other Person (including, if applicable, any UCC financing statements filed in connection with the Agreement “this Agreement) "seriously misleading” " as such term (or similar term) is used in the UCCUCC (provided that, if the UCC Filing Date has occurred, then, prior to making such a change, such Seller shall have taken all actions in any applicable jurisdiction that may be requested by the Purchaser in accordance with paragraph (d) of this Exhibit); each notice to the Administrator Purchaser pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Each Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Listed Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office offices where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation (and, in the jurisdiction referred case of records, at the addresses of each Originator set forth under its name on the signature page to in paragraph 1(athe Purchase and Sale Agreement) in Exhibit III or, pursuant to clause (k)(ivl)(v) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate organizational structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) the Required Servicing Data and all other documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Notwithstanding the above, in no event shall the Seller will (and will cause each Originator to) on have or prior to the date maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization, principal place of business or principal assets in any of the Agreementstates of Colorado, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date Kansas, New Mexico, Oklahoma, Utah or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestWyoming.

Offices, Records and Books of Account, Etc. The Seller: Each ------------------------------------------ Originator (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) at the address of such Originator set forth under its name on the signature page to this Agreement and the office where it keeps its records concerning the Pool Receivables created by such Originator at such address or the address of the Seller set forth under its name on location for such Originator, if any, specified in Schedule VII III to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III RPA or, pursuant upon at least 60 days' prior written notice of a proposed change to clause (k)(iv) belowthe Purchaser and Administrator, at any other address or locations in jurisdictions in the continental United States where all actions reasonably requested by the Purchaser or the Administrator to protect and perfect the interest interests of the Administrator (for Purchaser and the benefit of the Purchasers) Securitization Parties in the Receivables Pool and related items (including the Pool Assets) Related Assets have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Purchaser and Administrator with at least 30 60 days’ ' written notice before 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 structure (including including, without limitation, a Change in Controlmerger) that which could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar term) is used in the UCC; each notice to the Purchaser and 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing the Pool Receivables and related Contracts Related Asset created by such Originator in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all such Pool Receivables (including including, without limitation, records adequate to permit the daily identification of each such Pool Receivable and all Collections of and adjustments to each existing Receivablesuch Pool Receivable created by such Originator). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: Such Originator: (i) shall keep its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller such Originator set forth under its name on Schedule VII the signature page to the Purchase and Sale Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant upon at least 30 days' prior written notice of a proposed change to clause (k)(iv) belowthe Administrator, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Initial Purchaser, the Administrator (for and the benefit of the Purchasers) Issuer in the Receivables and related items (including without limitation the Pool Assetsitems described in Section 1.10(b) of the Purchase and Sale Agreement) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, and and (ii) shall provide the Administrator with at least 30 days’ ' written notice before 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 structure (including including, without limitation, a Change in Controlmerger) that which could render any UCC financing statement filed in connection with the Purchase and Sale Agreement “"seriously misleading” " as such term (or similar 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 Such Originator also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The SellerSeller shall, and the Seller and AAR shall cause each of the Originators to: (i) shall keep its respective principal place of business and business, chief executive office and state of formation (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller such Person set forth under its name on Schedule VII to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III IV or, pursuant subject to clause (k)(ivii) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator Agent to protect and perfect the interest of the Administrator (for Seller, the benefit of Agent and the Purchasers) Purchasers in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator Agent with at least 30 days’ written notice before making any change in the Sellersuch Person’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar term) is used in the UCC; each . Each notice to the Administrator Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall also will maintain and implement (or cause the Servicer or the Originators to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer or the Originators to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the identification and collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Notwithstanding the above, in no event shall the Seller will (and will cause each or shall AAR or the Seller permit any Originator to) on have or prior to the date maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization or principal place of business in any of the Agreementstates of Colorado, ▇▇▇▇ Kansas, New Mexico, Oklahoma, Utah or Wyoming. In the event that the Seller or any such Originator moves its master data processing records chief executive office to a location which may charge Taxes, fees or other charges to perfect the Agent’s and the Purchasers’ interests hereunder, the Seller shall, or (without limiting the Seller’s payment liability hereunder) shall cause any such Originator to, pay all such Taxes, fees and other books charges and records relating any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Purchased Interest (and at all times thereafter (until the latest right, title and interest of the Facility Termination Date or Agent and the date all other amounts owed by Purchasers in the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestPool Assets.

Offices, Records and Books of Account, Etc. The SellerBorrower: (i) shall keep not move its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the address of the Seller Borrower set forth under its name on Schedule VII III to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(ivl)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the PurchasersLenders) in the Receivables and related items (including the Pool Assets) Collateral have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the SellerBorrower’s name or making any other change in the SellerBorrower’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 Borrower also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller Borrower will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest Collateral (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in fullFinal Payout Date) continue to maintain such records) with a legend, reasonably acceptable to the Administrator, describing the Purchased InterestAdministrator's security interest in the Collateral.

Offices, Records and Books of Account, Etc. The Seller: Transferor (i) shall keep its state of organization, principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Listed Receivables at the address of the Seller Transferor set forth under its name on Schedule VII the signature page hereto or, upon at least 15 days’ prior written notice of a proposed change to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) belowAdministrative Agent, at any other locations in jurisdictions in locations, so long as, prior to making such a change, the continental United States where Transferor shall have taken all actions reasonably in any applicable jurisdiction that may be requested by the Administrator Administrative Agent to protect further assure and perfect the interest interests of the Administrator (for Administrative Agent and the benefit of the Purchasers) Purchasers in the Receivables and related items (including the Pool Assets) have been taken and completedListed Receivables; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, and (ii) shall provide the Administrator Administrative Agent with at least 30 15 days’ written notice before prior to making any change in the SellerTransferor’s name or making any other change in the SellerTransferor’s identity or corporate structure (including a Change in Controlmerger) that which could render any UCC financing statement theretofore filed with respect to such Person by any other Person (including, if applicable, any UCC financing statements filed in connection with the Agreement this Agreement) “seriously misleading” as such term (or similar term) is used in the UCC, so long as, prior to making such a change, the Transferor shall have taken all actions in any applicable jurisdiction that may be requested by the Administrative Agent to further assure and perfect the interests of the Administrative Agent and the Purchasers in the Listed Receivables; each notice to the Administrator Administrative Agent pursuant to this sentence Section shall set forth the applicable change and the effective date thereof. The Seller Transferor also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Listed Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Listed Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Listed Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily dailyprompt identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ mark its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar 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 Schedule VII the signature page to this Agreement and keep its State of organization at the State set forth in Section 4.1(a) or, upon at least 30 days' prior written notice of a proposed change to the Purchaser (and, if the Receivables Purchase Agreement and maintain its jurisdiction of formation shall then be in effect, the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) belowAgent), at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator Purchaser or the Agent to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Purchaser and its assignees in the Receivables and related items (including without limitation the Pool Assetsitems described in Section 2.6) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator Purchaser (and, if the Receivables Purchase Agreement shall then be in effect, the Agent) with at least 30 days’ ' written notice before prior to making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Controlmerger) that which could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including including, without limitation, an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep not move its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the address of the Seller set forth under its name on Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, mar▇ ▇▇▇▇ its s master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep not move its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Pool Receivables at to an address other than the address of the Seller set forth under its name on Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Pool Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (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 (or cause the Servicer to 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 records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and "location" (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar 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 Schedule VII the signature page to the Agreement and maintain keep its jurisdiction state of formation incorporation at the State set forth in the jurisdiction referred to in paragraph 1(aSECTION 1(A) in of Exhibit III or, pursuant to clause CLAUSE (k)(ivL)(V) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Notwithstanding the above, in no event shall the Seller will (and will cause each Originator to) on have or prior to the date maintain, or be a partner in any partnership that has or maintains, its jurisdiction of organization, principal place of business or principal assets in any of the Agreementstates of Colorado, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date Kansas, New Mexico, Oklahoma, Utah or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased InterestWyoming.

Offices, Records and Books of Account, Etc. The Seller: : (i) shall keep its principal place of business and business, chief executive office and “location” (as such terms or similar terms are term is used in the UCC) and the office where it keeps its records concerning the Receivables at the address addresses and locations of the Seller set forth under its name on Schedule VII IV to the this Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “seriously misleading” as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable); provided that, in the case of the New Originators, the books and records will be updated on a monthly basis. The Seller will (and will cause each Originator to) on or prior to the date of the this Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the this Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar 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 Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate organizational structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each the Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep not move its principal place of business and chief executive office (as such terms or similar terms are used in the UCC) and the office where it keeps its records concerning the Receivables at to an address other than the address of the Seller set forth under its name on Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator and AGSC to) on or prior to the date of the Agreement, ▇▇▇▇ mark its master data processing records and other books and records ▇▇▇▇rds relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: (i) shall keep its principal place of business and chief executive office (as such terms or similar 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 Schedule VII the signature page to the Agreement and maintain its jurisdiction of formation in the jurisdiction referred to in paragraph 1(a) in Exhibit III or, pursuant to clause CLAUSE (k)(iv) below, at any other locations in jurisdictions in the continental United States where all actions reasonably requested by the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) in the Receivables and related items (including the Pool Assets) have been taken and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Administrator with at least 30 days’ ' written notice before making any change in the Seller’s 's name or making any other change in the Seller’s 's identity or corporate structure (including a Change in Control) that could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar 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 (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇mark ▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.

Offices, Records and Books of Account, Etc. The Seller: Servicer ------------------------------------------- (i) shall keep its principal place of business and chief executive office (as such terms or similar 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 Schedule VII the signature page to the Receivables Purchase Agreement and maintain the office where it keeps its jurisdiction records concerning the Pool Receivables and the Contract Documents at such address or at one of formation the locations specified in Schedule III to the jurisdiction referred to in paragraph 1(a) in Exhibit III Receivables Purchase Agreement or, pursuant upon at least 60 days' prior written notice of a proposed change to clause (k)(iv) belowthe Seller and the Administrator, at any other address or locations in jurisdictions in the continental United States where all actions reasonably requested by the Seller and the Administrator to protect and perfect the interest of the Administrator (for the benefit of the Purchasers) Issuer in the Pool Receivables and related items (including including, without limitation, the Pool Assetsitems described in Section 1.2(d) of the Receivables Purchase Agreement) have been taken -------------- and completed; provided, however, that in no event shall the Seller seek to become organized under more than one jurisdiction, completed and (ii) shall provide the Seller and the Administrator with at least 30 60 days’ ' written notice before prior to making any change in the Seller’s Servicer's name or making any other change in the Seller’s Servicer's identity or corporate structure (including including, without limitation, a Change in Controlmerger) that which could render any UCC financing statement filed in connection with the this Agreement “"seriously misleading” " as such term (or similar term) is used in the UCC; each notice to the Seller or the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller Servicer also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including 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 (or cause the Servicer to 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 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). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, ▇▇▇▇ its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrator, describing the Purchased Interest.