Common use of Covenants of Purchasers Clause in Contracts

Covenants of Purchasers. Subject to the provisions of Section 8.1(c) hereof, the Administrative Agent and each Agent and Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Administrative Agent or any Agent or Purchaser hereunder may in all cases be distributed to the Administrative Agent or to any Agent or Purchaser) except that the Administrative Agent or such Agent or Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (whether or not having the force or effect of law) provided that, unless prohibited by a Requirement of Law, the Administrative Agent or such Agent or Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having or claiming jurisdiction over the Administrative Agent or any Agent or Purchaser or any of its affiliates, (iii) as required by applicable law, (iv) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent or such Agent or Purchaser, (v) to its affiliates, officers, directors, employees, legal counsel, independent auditors, accountants, advisors, investors, potential investors, rating agencies, commercial paper dealers, providers of surety, guaranty, credit or liquidity enhancement (including the directors, officers and accountants of such surety, guaranty, credit or liquidity enhancement provider), legal counsel of any of the foregoing and other experts or agents who need to know such information and are informed of the confidential nature of such information (provided that the Persons permitted to make such disclosures under clauses (i), (ii) and (iii) of this Section 6.2 shall also include credit or liquidity enhancers of a Purchaser), (vi) for purposes of establishing a “due diligence” defense, (vii) which was available to the Administrative Agent or such Agent or Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the Administrative Agent or such Agent or Purchaser bound by a confidentiality agreement with the affected party, (viii) has been independently acquired or developed by the Administrative Agent

Covenants of Purchasers. Subject to the provisions of Section 8.1(c) hereof, the each Administrative Agent and each Agent and Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information Nonpublic Information (as defined herein) obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the an Administrative Agent or any Agent or Purchaser hereunder may in all cases be distributed to the Administrative Agent Agents or to any Agent or Purchaser) except that the an Administrative Agent or such Agent or Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (whether or not having the force or effect of law) provided that, unless prohibited by a Requirement of Law, the such Administrative Agent or such Agent or Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having or claiming jurisdiction over the such Administrative Agent or any Agent or Purchaser or any of its affiliates, (iii) as required by applicable law, (iv) to the extent that such information becomes publicly available other than by reason of improper disclosure by the an Administrative Agent or such Agent or Purchaser, (v) to its affiliates, officers, directors, employees, legal counsel, independent auditors, accountants, advisors, investors, potential investors, any nationally recognized statistical rating agenciesorganization (within the meaning of the Exchange Act) (an “NRSRO”) either (A) in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction) or (B) in connection with the rating or reaffirmation of the rating of the Commercial Paper Notes of a CP Conduit; provided, that if any NRSRO requests any information with respect to the Issuer, the Notes or the transactions contemplated by the Basic Documents that is beyond the scope of what is customarily provided by an Administrative Agent, an Agent or a Purchaser to an NRSRO in connection with the rating or reaffirmation of the rating of the Commercial Paper Notes of a CP Conduit, an Administrative Agent, an Agent or a Purchaser will, subject to the requirements of applicable law, regulation or legal process, provide AmeriCredit with two (2) Business Days advance notice of the disclosure of such information and will cooperate with AmeriCredit in limiting the extent or effect of such disclosure, commercial paper dealers, providers of surety, guaranty, credit or liquidity enhancement (including the directors, officers and accountants of such surety, guaranty, credit or liquidity enhancement provider), legal counsel of any of the foregoing and other experts or agents who need to know such information and are informed of the confidential nature of such information (provided that the Persons permitted to make such disclosures under clauses (i), (ii) and (iii) of this Section 6.2 shall also include credit or liquidity enhancers of a Purchaser), (vi) for purposes of establishing a “due diligence” defense, (vii) which was available to the an Administrative Agent or such Agent or Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the such Administrative Agent or such Agent or Purchaser bound by a confidentiality agreement with the affected party, (viii) has been independently acquired or developed by the an Administrative Agent or such Agent or Purchaser without violating any of such Administrative Agent’s or such Agent or Purchaser’s obligations under this Agreement, (ix) if such disclosure has been approved in writing in advance by AmeriCredit (x) regarding the existence of this Agreement, but not the financial terms thereof, or (xi) at any time following the date three years after the date of this Agreement. No disclosure pursuant to subsection (xi) shall be made if the confidential information consists of non-public personal information, which shall include all Personally Identifiable Financial Information (as defined herein) in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not

Covenants of Purchasers. Subject to the provisions of Section 8.1(c) hereof), the each Administrative Agent and each Agent and Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the an Administrative Agent or any Agent or Purchaser hereunder may in all cases be distributed to the Administrative Agent Agents or to any Agent or Purchaser) except that the an Administrative Agent or such Agent or Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (whether or not having the force or effect of law) provided that, unless prohibited by a Requirement of Applicable Law, the such Administrative Agent or such Agent or Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having or claiming jurisdiction over the such Administrative Agent or any Agent or Purchaser or any of its affiliatesAffiliates, (iii) as required by applicable lawApplicable Law, (iv) to the extent that such information becomes publicly available other than by reason of improper disclosure by the an Administrative Agent or such Agent or Purchaser, (v) to its affiliates, officers, directors, employees, legal counsel, independent auditors, accountants, advisors, investors, potential investors, rating agencies, commercial paper dealers, providers of surety, guaranty, credit or liquidity enhancement (including the directors, officers and accountants of such surety, guaranty, credit or liquidity enhancement provider), legal counsel of any of the foregoing and other experts or agents who need to know such information and are informed of the confidential nature of such information (provided that the Persons permitted to make such disclosures under clauses (i), (ii) and (iii) of this Section 6.2 6.3 shall also include credit or liquidity enhancers of a Purchaser), (vi) for purposes of establishing a “due diligence” defense, (vii) which was available to the an Administrative Agent or such Agent or Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the such Administrative Agent or such Agent or Purchaser bound by a confidentiality agreement with the affected party, (viii) has been independently acquired or developed by the an Administrative Agent or such Agent or Purchaser without violating any of such Administrative Agent’s or such Agent or Purchaser’s obligations under this Agreement, (ix) if such disclosure has been approved in writing in advance by FinanciaLinx or made to a replacement Servicer appointed in accordance with the 2011-A Servicing Agreement and which has agreed to be bound by this Section 6.3, (x) regarding the existence of this Agreement, but not the financial terms thereof, or (xi) at any time following the date three years after termination of this Agreement. No disclosure pursuant to clause (xi) above shall be made if the confidential information consists of “personal information” (or any similar concept) within the meaning of any applicable Privacy Laws (“Personal Information”) and any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any such Personal Information. In particular, but without limitation, and notwithstanding anything else contained herein, each of the Purchasers agrees (severally and not jointly or jointly and severally) that it shall not (and shall ensure that any replacement Servicer appointed in respect of the 2011-A Designated Pool does not) collect, use or disclose any Personal Information relating to the Collateral for any purpose other than the administration and enforcement in accordance with the terms hereof and of the Related Documents of the facilities contemplated by this Agreement. In addition, each Administrative Agent and each Agent and Purchaser, severally and with respect to itself only, covenants and agrees that will not disclose such information to outside parties (except counsel, auditors and any Rating Agencies or as otherwise expressly contemplated by the Related Documents); provided that if at any time any Administrative Agent, Agent or Purchaser proposes to communicate with any credit rating agency regarding this Agreement or the transactions contemplated hereby or a potential rating of the 2011-A Trust Notes and such communications would reasonably be expected, pursuant to then-effective guidance issued by the Securities and Exchange Commission, to impose disclosure requirements on the Issuer, FinanciaLinx, the Borrower, the Performance Guarantor or any of their respective Affiliates pursuant to Rule 17g-5, then either such communications will not be made unless FinanciaLinx has consented thereto or such communications will be made through and facilitated by FinanciaLinx so as to allow its compliance (or compliance by each of the Issuer, the Borrower, the Performance Guarantor or any of their respective Affiliates, as applicable) with Rule 17g-5.

Covenants of Purchasers. Subject to the provisions of Section 8.1(c) hereof, the Administrative Agent and each Agent and Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information Nonpublic Information (as defined herein) obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Administrative Agent or any Agent or Purchaser hereunder may in all cases be distributed to the Administrative Agent or to any Agent or Purchaser) except that the Administrative Agent or such Agent or Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (whether or not having the force or effect of law) provided that, unless prohibited by a Requirement of Law, the Administrative Agent or such Agent or Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having or claiming jurisdiction over the Administrative Agent or any Agent or Purchaser or any of its affiliates, (iii) as required by applicable law, (iv) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent or such Agent or Purchaser, (v) to its affiliates, officers, directors, employees, legal counsel, independent auditors, accountants, advisors, investors, potential investors, any nationally recognized statistical rating agenciesorganization” (within the meaning of the Exchange Act) (an “NRSRO”) in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction); provided, that if any NRSRO requests any information with respect to the Issuer, the Notes or the transactions contemplated by the Basic Documents that is beyond the scope of what is customarily provided by the Administrative Agent, such Agent or such Purchaser to an NRSRO in connection with the rating or reaffirmation of the rating of the Commercial Paper Notes of a CP Conduit, the Administrative Agent, such Agent or such Purchaser will, subject to the requirements of applicable law, regulation or legal process, provide AmeriCredit with two (2) Business Days advance notice of the disclosure of such information and will cooperate with AmeriCredit in limiting the extent or effect of such disclosure, commercial paper dealers, providers of surety, guaranty, credit or liquidity enhancement (including the directors, officers and accountants of such surety, guaranty, credit or liquidity enhancement provider), legal counsel of any of the foregoing and other experts or agents who need to know such information and are informed of the confidential nature of such information (provided that the Persons permitted to make such disclosures under clauses (i), (ii) and (iii) of this Section 6.2 shall also include credit or liquidity enhancers of a Purchaser), (vi) for purposes of establishing a “due diligence” defense, (vii) which was available to the Administrative Agent or such Agent or Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the Administrative Agent or such Agent or Purchaser bound by a confidentiality agreement with the affected party, (viii) has been independently acquired or developed by the Administrative Agentto