BOOKKEEPING AND DATA-PROCESSING. 12.1 The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, any right it has against any third party (in particular any bookkeeping firm or tax consultant) in respect of the return of any proof or documents which the Assignor has handed over to such third party and which are necessary to identify the Receivables. The Collateral Agent will only make use of such right if an Enforcement Event has occurred and is continuing or if the Assignor has not complied with a request of the Collateral Agent to provide lists of Receivables following the occurrence of a Default which is continuing, or, as the case may be, an Enforcement Event which is continuing in accordance with Clause 5.1. The Assignor undertakes to instruct such third party to provide the Collateral Agent upon demand in accordance with the preceding sentence with such information, proof and documents which are necessary to check, assess or enforce the Receivables.
12.2 If an Enforcement Event has occurred and is continuing, the Assignor shall allow the Collateral Agent access to any electronic data-processing system, including peripheral equipment, in which data concerning the Receivables or any part thereof have been stored. Moreover, the Assignor shall provide any assistance required to the Collateral Agent (including by making software operators available). The Assignor hereby assigns to the Collateral Agent, who accepts such assignment, all its rights against any third party which handles the electronic processing of data concerning the Receivables and undertakes to instruct such third party, upon a respective demand of the Collateral Agent if an Enforcement Event has occurred and is continuing, to handle the processing of data for the Collateral Agent as it did for the Assignor provided that the Assignor shall continue to be given access to any data it requires in its ordinary course of business.
12.3 The Collateral Agent authorises the Assignor to exercise the rights assigned to the Collateral Agent pursuant to sub-Clause 12.1 and 12.2 above at all times if an Enforcement Event is not continuing.
BOOKKEEPING AND DATA-PROCESSING. (a) If the Claims have been stored in an electronic data-processing system, the Assignor shall allow the Assignee access to the computer, including the peripheral equipment and all data concerning the Claims. Moreover, software operators shall be made available insofar as required, and any assistance required shall be provided to the Assignee. If a third party handles the electronic processing of data, the Assignor hereby authorises the Assignee to obtain these services, and instructs such third party to handle the processing of data for the Assignee upon its instructions as it did for the Assignor.
(b) If, and to the extent, documents required for the inspecting, checking, evaluation or realisation of the assigned Claims have been delivered by the Assignor to a third party (especially to an accountant or tax advisor) the Assignor hereby assigns to the Assignee its claims against such third party for providing information and for delivering such documents and hereby instructs the third party to provide the Assignee with such information and documents required to inspect, check, evaluate and realise the assigned Claims. In so far as an electronic data processing is executed by third parties the Assignor hereby assigns to the Assignee all its claims for performance and instructs these third parties to execute the electronic data processing on behalf of the Assignee in the same manner as they were obliged towards the Assignor, provided that the Assignee requests them to do so. The Assignee hereby accepts the aforementioned assignments.
BOOKKEEPING AND DATA-PROCESSING. 12.1 If proof or documents which are necessary to identify the Transferred Assets have been handed over by the Transferor to a third party (in particular a bookkeeping firm or a tax consultant) the Transferor hereby assigns to the Collateral Holder, which accepts such assignment, its right to demand from such third party the return of the information and documents. The Transferor hereby instructs the third party to provide to the Collateral Holder upon its demand such information and documents which the Collateral Holder deems necessary in its reasonable discretion to perfect and/or enforce the Security Interest.
12.2 If details concerning the Transferred Assets or any part thereof have been stored in an electronic data processing system, then upon the occurrence of an Event of Default, the Transferor shall grant to the Collateral Holder and its designees access to the computer and or data processing system, including the peripheral equipment and all data concerning the Transferred Assets or any part thereof. Any assistance required shall be provided to the Collateral Holder. If a third party handles the electronic processing of data, then upon the occurrence of an Event of Default the Transferor hereby assigns to the Collateral Holder, which accepts such assignment, all rights against such third party relating to these services, and instructs such third party to handle the processing of data for the Collateral Holder upon its demand as it did for the Transferor. For the avoidance of doubt, nothing contained in or contemplated by this Agreement shall require the Transferor to act in violation of the German Data Protection Act (Bundesdatenschutzgesetz).
BOOKKEEPING AND DATA-PROCESSING. 8.1 If proof or documents which are necessary to identify the Collateral have been handed over by the Transferor to a third party (in particular a bookkeeping firm, or a tax consultant) the Transferor hereby transfers (on condition of (aufschiebende Bedingung) (i) the occurrence of an Insolvency Event of Default or (ii) notice by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing) to the Security Trustee, who accepts this transfer, its right to demand from such third party the return of the proof and documents. The Transferor hereby undertakes to instruct the third party upon such transfer to provide the Security Trustee upon its demand with such information and documents which are necessary to perfect and/or enforce the security created hereby.
8.2 If details concerning the Collateral or any part thereof have been stored in an electronic data-processing system, then, upon the occurrence of an Insolvency Event of Default or upon request by the Security Trustee if the Security Trustee has been so instructed pursuant to the Security Trust and Intercreditor Deed upon or at any time after the occurrence of an Event of Default which is continuing, the Transferor shall allow the Security Trustee access to the computer, including the peripheral equipment and all data concerning the Collateral or such part thereof. Moreover, software operators shall be made available insofar as so required, and any assistance required shall be provided to
BOOKKEEPING AND DATA-PROCESSING. If proof or documents which are necessary to identify the Receivables have been handed over by the Assignor to a third party (in particular a bookkeeping firm or a tax consultant) the Assignor hereby assigns to the Trustee, who accepts such assignment, its right to demand from such third party the return of the proof and documents. Upon the occurrence of a High Yield Payment Default, the Assignor hereby undertakes to instruct the third party to provide the Trustee upon its demand acting reasonably with such information and documents which are necessary to perfect and/or enforce the security created hereby.
BOOKKEEPING AND DATA-PROCESSING
