Common use of Transfer of Records Clause in Contracts

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to the Receivables (collectively, the "Records"), without the need for any further documentation in connection with any Purchase hereunder. In connection with such transfer, each Seller hereby grants to each of the Buyer and the Collection Agent an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are owned by such Seller or are owned by others and used by such Seller under license agreements with respect thereto; provided, that should the consent of any licensor of such Seller to such grant of the license described herein be required, such Seller hereby agrees that upon the request of the Buyer or the Collection Agent to use its best efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall not terminate until the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license period. (b) Each Seller shall take such action requested by the Buyer and/or any of the Buyer's assignees, from time to time hereafter, that may be necessary to ensure that the Buyer and its assigns have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from such Seller hereunder.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Seller Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such SellerOriginator's right and title to and interest in all documents, books, records and the Records (other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rightsthan Contracts) relating to all of its Receivables sold hereunder and all rights (with respect to enforcement or otherwise) under the Contracts relating to all of its Receivables (collectively, the "Records")sold hereunder, without the need for any further documentation in connection with any Purchase hereunderthe Purchase. In connection with such transfer, each Seller Originator hereby grants to each of Buyer, the Buyer Agent and the Collection Agent Servicer upon the occurrence of an Amortization Event under the Purchase Agreement, an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller Originator to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such Seller Originator or are is owned by others and used by such Seller Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller Originator to such grant of the license described herein be required, such Seller Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to as Buyer's assignee), such Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall not terminate until on the Final Payout Datedate this Agreement terminates in accordance with its terms. To Upon the extent that direct on-line access termination of this Agreement any such software used by the Buyer Buyer, the Agent or the Collection Agent Servicer during the term of this Agreement shall be returned to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodapplicable Originator. (b) Each Seller Originator (i) shall take such action requested by the Buyer and/or any of the Agent (as Buyer's assigneesassignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from such Seller Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, each Seller the Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's the Originator’s right and title to and interest in all documents, books, records and the Records (other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rightsthan the Specified Contracts) relating to such Receivable and, to the Receivables (collectivelyextent provided by Section 9- 404, 9-405, 9-406 or 9-408 of the UCC, the "Records")Specified Contracts relating to such Receivable, in each case without the need for any further documentation in connection with any Purchase hereundersuch Transfer. In connection with each such transferTransfer, each Seller the Originator hereby grants to each of Buyer, the Buyer Administrative Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary or desirable to administer or service the such Receivables, whether such software and programs are is owned by such Seller the Originator or are is owned by others and used by such Seller the Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller the Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to Administrative Agent, as Buyer’s collateral assignee), the Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller The Originator (i) shall take such action requested by the Buyer and/or any of the Administrative Agent (as Buyer's assignees’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns have has an enforceable ownership interest in the Records (other than the Specified Contracts) relating to the Purchased Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Seller hereunderReceivables and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, each Seller the Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's the Originator’s right and title to and interest in all documents, books, records and the Records (other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rightsthan the Specified Contracts) relating to such Receivable and, to the Receivables (collectivelyextent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the "Records")Specified Contracts relating to such Receivable, in each case without the need for any further documentation in In connection with any Purchase hereundersuch Transfer. In connection with each such transferTransfer, each Seller the Originator hereby grants to each of Buyer, the Buyer Administrative Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary or desirable to administer or service the such Receivables, whether such software and programs are is owned by such Seller the Originator or are is owned by others and used by such Seller the Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller the Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to Administrative Agent, as Buyer’s collateral assignee), the Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller The Originator (i) shall take such action requested by the Buyer and/or any of the Administrative Agent (as Buyer's assignees’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns have has an enforceable ownership interest in the Records (other than the Specified Contracts) relating to the Purchased Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Seller hereunderReceivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases each Transfer of Receivables a Receivable by an Originator hereunder, each Seller such Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's Originator’s right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) the Records relating to the Receivables (collectively, the "Records"), such Receivable without the need for any further documentation in connection with any Purchase hereundersuch Transfer. In connection with each such transferTransfer, each Seller such Originator hereby grants to each of Buyer, the Buyer Administrative Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller Originator to account for the ReceivablesReceivables originated or serviced by such Originator, to the extent necessary or desirable to administer or service the such Receivables, whether such software and programs are is owned by such Seller Originator or are is owned by others and used by such Seller Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to Administrative Agent, as ▇▇▇▇▇’s collateral assignee), such Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller Originator (i) shall take such action requested by ▇▇▇▇▇ and/or the Buyer and/or any of the Buyer's assigneesAdministrative Agent (as ▇▇▇▇▇’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns have has an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from such Seller Originator hereunder, and (ii) shall use its 765800784 14448925 4 4871-5521-5052, v.3 reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with each Transfer of a Receivable by the Purchases of Receivables Originator hereunder, each Seller the Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's the Originator’s right and title to and interest in all documents, books, records and the Records (other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rightsthan the Specified Contracts) relating to such Receivable and, to the Receivables (collectivelyextent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the "Records")Specified Contracts relating to such Receivable, in each case without the need for any further documentation in connection with any Purchase hereundersuch Transfer. In connection with each such transferTransfer, each Seller the Originator hereby grants to each of Buyer, the Buyer Administrative Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller the Originator to account for the ReceivablesReceivables originated or serviced by the Originator, to the extent necessary or desirable to administer or service the such Receivables, whether such software and programs are is owned by such Seller the Originator or are is owned by others and used by such Seller the Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller the Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to Administrative Agent, as Buyer’s collateral assignee), the Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller The Originator (i) shall take such action requested by the Buyer and/or any of the Administrative Agent (as Buyer's assignees’s collateral assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns have has an enforceable ownership interest in the Records (other than the Specified Contracts) relating to the Purchased Receivables purchased from the Originator hereunder and to the extent provided by Section 9-404, 9-405, 9-406 or 9-408 of the UCC, the Specified Contracts relating to the Receivables purchased from the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Seller hereunderReceivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Seller Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such SellerOriginator's right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) the Records relating to the all Receivables (collectively, the "Records")sold hereunder, without the need for any further documentation in connection with any Purchase hereunderthe Purchase. In connection with such transfer, each Seller Originator hereby grants to each of Buyer, the Buyer Collateral Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller Originator to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such Seller Originator or are is owned by others and used by such Seller Originator under license agreements with respect thereto; provided, provided that should the consent of any -------- licensor of such Seller Originator to such grant of the license described herein be required, such Seller Originator hereby agrees that upon the request of the Buyer (or the Collection Collateral Agent to or any Managing Agent, as Buyer's assignees), such Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer date this Agreement terminates in accordance with its terms and all amounts payable hereunder in respect of any Receivables or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which otherwise have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs paid in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodfull. (b) Each Seller Originator (i) shall take such action requested by Buyer (or the Buyer and/or Collateral Agent or any of the Managing Agent, as Buyer's assigneesassignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from such Seller Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Collateral Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Seller Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's Originator’s right and title to and interest in all documents, books, records the Records (other than Contracts) and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) Related Security relating to all of its Receivables sold hereunder and all rights (with respect to enforcement or otherwise) under the Contracts relating to all of its Receivables (collectively, the "Records")sold hereunder, without the need for any further documentation in connection with any Purchase hereunderthe Purchase. In connection with such transfer, each Seller Originator hereby grants to each of Buyer, the Buyer Administrative Agent and the Collection Agent Servicer, an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller Originator to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such Seller Originator or are is owned by others and used by such Seller Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller Originator to such grant of the license described herein be required, such Seller Originator hereby agrees that upon the request of the Buyer (or the Collection Administrative Agent to as Buyer’s assignee), such Originator will use its best reasonable efforts to obtain the consent of such third-party licensorlicensor and provided further that none of the Buyer, the Administrative Agent or the Servicer shall exercise its rights to such license until after the occurrence of an Amortization Event. The license granted hereby shall be irrevocable, and shall not terminate until on the Final Payout Datedate this Agreement terminates in accordance with its terms. To Upon the extent that direct on-line access termination of this Agreement any such software used by the Buyer Buyer, the Administrative Agent or the Collection Agent Servicer during the term of this Agreement shall be returned to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodapplicable Originator. (b) Each Seller Originator (i) shall take such all action requested by the Buyer and/or any of the Buyer's assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records and other Related Security relating to the Purchased Receivables purchased from such Seller Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records, including, without limitation, any such action reasonably requested by the Buyer and/or the Administrative Agent (as the Buyer’s assignee) from time to time hereafter.

Transfer of Records. (a) In connection with the Purchases of Receivables hereunder, each the Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer Purchaser all of such the Seller's right and title to and interest in all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to the Receivables Receivables, any Related Security therefor and the related Obligors (collectively, the "Records"), without the need for any further documentation in connection with any Purchase purchase hereunder. In connection with such transfer, each the Seller hereby grants to each of the Buyer Purchaser and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such the Seller to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such the Seller or are is owned by others and used by such the Seller under license agreements with respect thereto; , provided, that should the consent of any licensor of such the Seller to such grant of the license described herein be required, such the Seller hereby agrees that upon the request of the Buyer Purchaser or any assignee of the Collection Agent to use its best efforts Purchaser to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall not terminate until the Final Payout Date. To the extent that direct on-line access by the Buyer or on the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodDate. (b) Each The Seller shall take such action requested by the Buyer Purchaser and/or any of the BuyerPurchaser's assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer Purchaser and its assigns have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from the Seller hereunder and an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Seller hereunderRecords.

Transfer of Records. (a) In connection with the Purchases Purchase of Receivables hereunder, each Seller Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's Originator’s right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) the Records relating to the all Receivables (collectively, the "Records")sold hereunder, without the need for any further documentation in connection with any Purchase hereunderthe Purchase. In connection with such transfer, each Seller Originator hereby grants to each of Buyer, the Buyer Agent and the Collection Agent Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller Originator to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such Seller Originator or are is owned by others and used by such Seller Originator under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller Originator hereby agrees that upon the request of the Buyer (or the Collection Agent to Buyer’s assignee), Originator will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller Originator (i) shall take such action requested by the Buyer and/or any of the Agent (as Buyer's assignees’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from such Seller Originator hereunder., and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an

Transfer of Records. (a) In connection with the Purchases each Purchase of Receivables hereunder, each Seller ALG hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's ALG’s right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) the Records relating to the all Receivables (collectively, the "Records")sold or contributed hereunder, without the need for any further documentation in connection with any Purchase hereundersuch Purchase. In connection with such transfer, each Seller ALG hereby grants to each of Buyer, the Buyer Agent and the Collection Agent each Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller ALG to account for the Receivables, to the extent necessary or desirable to administer or service the Receivables, whether such software and programs are is owned by such Seller ALG or are is owned by others and used by such Seller ALG under license agreements with respect thereto; provided, provided that should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller ALG hereby agrees that upon the request of the Buyer (or the Collection Agent to Buyer’s assignee), ALG will use its best reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller ALG (i) shall take such action reasonably requested by the Buyer and/or any of the Agent (as Buyer's assignees’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer and its assigns under the Credit and Security Agreement have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from ALG hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and each Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Seller hereunderRecords.

Transfer of Records. (a) In connection with the Purchases Transfer from the Parent of Receivables hereunderowned by it, each Seller the Parent hereby sellscontributes, transfers, assigns and otherwise conveys to the Buyer SPV all of such Sellerthe Parent's right and title to and interest in all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) the Records relating to the all Receivables (collectively, the "Records")transferred by it hereunder, without the need for any further documentation in connection with any Purchase hereundersuch Transfer. In connection with such transfer, each Seller the Parent hereby grants to each of the Buyer SPV, the Administrative Agent and the Collection Agent Master Servicer an irrevocable, non-exclusive license (subject to the restrictions contained in any license with respect thereto) to use, without royalty or payment of any kind, all computer software and programs used by such Seller the Parent to account for the such Receivables, to the extent necessary or desirable to administer or service the such Receivables, whether such software and programs are is owned by such Seller the Parent or are is owned by others and used by such Seller the Parent under license agreements with respect thereto; provided, that PROVIDED THAT should the consent of any licensor of such Seller to such software be required for the grant of the license described herein herein, to be requiredeffective, such Seller the Parent hereby agrees that upon the request of the Buyer SPV (or the Collection Agent to SPV's assignee), the Parent will use its best reasonable efforts to obtain the consent of such third-party licensor. If any software used by the Parent to account for the Receivables originated by it prohibits the Parent from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by the Parent of the license to use described herein. The license granted hereby shall be irrevocableirrevocable until the indefeasible payment in full of the aggregate Outstanding Balance of the Receivables transferred by the Parent hereunder, and shall not terminate until on the Final Payout Date. To the extent that direct on-line access by the Buyer or the Collection Agent to the computer programs and software subject to license agreements would require additional payments for access thereto by the Buyer or the Collection Agent or is prohibited by such license agreements and TRW U.S. is no longer the Collection Agent, such Seller hereby agrees to download, prepare and distribute, promptly and effectively, all data relating to the Receivables date this Agreement terminates in usable form as reasonably requested by the Buyer and/or the Collection Agent from time to time. If any Seller fails to produce such data in a prompt and effective manner, the Buyer and the Collection Agent may have access to programs and software to create such records, then such Seller shall incur and pay such additional license costs and expenses accordance with respect to the granting of such access. In recognition of needs of the Sellers to have access to the Records which have been transferred to the Buyer hereunder, whether as a result of its continuing business relationship with any Obligor for Purchased Receivables or as a result of its responsibilities as a Collection Agent or Sub-Collection Agent, the Buyer hereby grants to each Seller an irrevocable license to access the Records transferred by such Seller to the Buyer and to access any such transferred computer software and programs in connection with any activity arising in the ordinary course of such Seller's business or in performance of such Seller's duties as a Collection Agent or Sub-Collection Agent, provided, however, that none of the Sellers shall disrupt or otherwise interfere with the Buyer's or the Collection Agent's use of and access to the Records and its computer software and programs during such license periodterms. (b) Each Seller The Parent (i) shall take such action requested by the Buyer SPV and/or any of the BuyerAdministrative Agent (as the SPV's assigneesassignee), from time to time hereafter, that may be necessary or appropriate to ensure that the Buyer SPV and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Purchased Receivables purchased from transferred by the Parent hereunder, and (ii) shall use its reasonable efforts to ensure that the SPV, the Administrative Agent (on behalf of the Secured Parties) and the Master Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Seller hereunderReceivables and/or to recreate such Records.