Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 5 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Liquidity Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Liquidity Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any LenderLiquidity Agent, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Liquidity Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Liquidity Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to a CP Conduit; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Liquidity Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 4 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 3 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement and Backup Servicing Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any the Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 3 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s 's performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, spreadsheet, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lenderthe Lenders, the Backup Servicer, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, provided that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, spreadsheet, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lenderthe Lenders, the Backup Servicer, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent on a non-confidential non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, spreadsheet, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lenderthe Lenders, the Backup Servicer, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent should be be
(A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower Such Transferor will furnish to the Deal Agent, Administrator and each Lender, the Backup Servicer and the Collateral Agent, Purchaser Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Administrator or such Purchaser Agent may be reasonably requestedrequest, including, without limitation, a computer file except to the extent prohibited by applicable law or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractlicenses. The Borrower Such Transferor will, at any time and from time to time during regular business hourshours with reasonable prior written notice, upon reasonable noticesubject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor's expense, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Administrator or any Purchaser Agent, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables or other Pool Assets and (B) to visit the offices and properties of the Borrower such Transferor for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, other Related Rights or Contracts or the Borrower’s such Transferor's performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Transferor (provided that representatives of such Transferor are present during such discussions) having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Receivables; provided, however, that the Deal Agentsuch Transferor shall not be obligated to permit such examinations, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it visits or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: reviews under clauses (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); and (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agentabove, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection together with any legal examinations, visits or regulatory proceeding or (Breviews pursuant to Section 1(e) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of Exhibit IV of the confidentiality provisions Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of this more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 5.1(m)1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing.
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will Each of the Originator, the Transferor, the Seller and the Servicer (including each Sub-Servicer) shall furnish to the Deal Agent, each Lender, the Backup Servicer Administrative Agent and the Collateral Agent, Insurer from time to time, time such information with respect to the Loans Affected Assets as the Administrative Agent or the Insurer may reasonably request. Each of the Transferor, the Seller and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower willServicer shall, at any time and from time to time (and, if no Event of Default or Servicer Default has occurred, upon reasonable prior written notice from the Administrative Agent, the Administrator or the Insurer to the Servicer), permit each of the Administrative Agent, the Administrator and the Insurer (or any of their respective agents), during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, hours (i) to examine and make copies of and take abstracts from all Recordsbooks, records and documents (including computer tapes and disks) relating to the Receivables or other Affected Assets, including the related Contracts and (ii) to visit the offices and properties of the Borrower Originator, the Transferor, the Seller or the Servicer, as applicable, for the purpose of examining such Recordsmaterials described in clause (i), and to discuss matters relating to the Loans or Contracts Affected Assets or the BorrowerOriginator’s, the Transferor’s, the Seller’s, or the Servicer’s performance hereunder or under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Originator, the Transferor, the Seller, or the Servicer, as applicable, having knowledge of such matters. The costs and expenses of the first such audit in any calendar year incurred by the Control Party or, if an Insurer Default shall have occurred and be continuing, each of the Insurer and the Administrative Agent, and all such audits after the occurrence of an Event of Default or a Servicer Default shall be paid by the Servicer. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, prior to the occurrence of a Servicer Default the Servicer shall provide “read only” access to the data in the Servicer’s management information systems; provided, however, provided that the Deal Servicer shall not be required to provide access to such data to any of the Administrative Agent, each Lender ’s and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records Insurer’s employees who are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)U.S. citizens.
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower Credit Parties will, at any time and from time to time the Credit Parties’ expense, during regular business hours, upon reasonable notice, hours with prior written notice (i) permit the Deal Agent, Administrative Agent and each Lender, the Backup Servicer and the Collateral Agent, Controlling Lender or its their respective agents or representatives, representatives to (A) examine and make copies of and abstracts from all Recordsbooks and records relating to the Scooters and other Collateral and Guarantor Collateral, to (B) visit the offices and properties of the Borrower Credit Parties for the purpose of examining such Records, books and to records and (C) discuss matters relating to the Loans or Contracts Scooters, the other Collateral, the Guarantor Collateral or the Borrower’s Credit Parties’ performance hereunder and or under the other Transaction Documents with any of the officers, directors, employees or independent public accountants senior management of the Borrower Credit Parties having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Credit Parties’ expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and records with respect to the Scooters and other Collateral; provided, howeverthat neither the Administrative Agent nor any accountants or auditors engaged by the Administrative Agent shall be entitled to take copies, extracts, or photos of any information that contains trade secrets, is subject to legal privilege, or is otherwise of strategic importance to the business of the Bird Transaction Parties, in each case, as determined by the Borrower acting reasonably and in good faith; provided, further, that the Deal AgentCredit Parties shall be required to reimburse the Administrative Agent for only one (1) such review pursuant to clause (ii) above in any twelve-month period, each unless an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary above, in the event that any Controlling Lender and or the Collateral Administrative Agent each acknowledges that in exercising the rights and privileges conferred conducts a review, request for information or inspection of records as provided for in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent8.01(f), each Class B Lender shall, to the extent reasonably practicable, be notified at least two Business Days in advance and have the Collateral Agent each agrees that all such information, practices, books, correspondence and records are right to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, (i) review any such information, practicesrecords and other documentation provided to such Controlling Lender or the Administrative Agent, books, correspondence as applicable and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) observe any visit or discussion conducted pursuant to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or subparts (B) requested by any bank regulatory authority to disclose such information; or (vC) to any Lender or prospective assignee or Lenderabove; provided, that the relevant (i) no Class B Lender shall notify such prospective assignee or have the right to be reimbursed for any costs related to the foregoing and (ii) the Administrative Agent and Controlling Lenders shall not have any liability to any Class B Lender of the confidentiality provisions of in connection with this Section 5.1(m8.01(f).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-non- confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as either may be reasonably requestedrequest, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s 's performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Liquidity Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Liquidity Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any LenderLiquidity Agent, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Liquidity Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Liquidity Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to a CP Conduit; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Liquidity Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s 's performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Liquidity Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Liquidity Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any LenderLiquidity Agent, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Liquidity Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Liquidity Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to a CP Conduit; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Liquidity Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower Debtor will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as the Collateral Agent may be reasonably requestedrequest, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower Debtor will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower Debtor for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s Debtor's performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Debtor having knowledge of such matters; providedPROVIDED, howeverHOWEVER, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m3.3(c) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower Debtor has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the BorrowerDebtor, any such information, practices, books, correspondence and records furnished to them except that it the Collateral Agent may disclose such information: information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); , (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; , (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential nonconfidential basis prior to its disclosure hereunder; to the Collateral Agent hereunder or (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or , (v) to any Lender Program Support Provider, (vi) to any Bank Investor or prospective Bank Investor, and (vii) to any prospective assignee or Lenderof the Note; providedPROVIDED, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m3.3(c).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower Such Originator will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, each Group Agent from time to time, time such information with respect to the Loans and Contracts Receivables as any Agent or such Group Agent may be reasonably requestedrequest, including, without limitation, a computer file except to the extent prohibited by applicable law or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractlicenses. The Borrower Such Originator will, at any time and from time to time during regular business hours, upon hours with reasonable prior written notice, (i) at such Originator’s expense, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral any Agent or any Group Agent, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables or Related Rights and (B) to visit the offices and properties of the Borrower such Originator for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, other Related Rights or Contracts or the Borrowersuch Originator’s performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Originator (provided that representatives of such Originator are present during such discussions) having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from any Agent or the Group Agents, permit certified public accountants or other auditors acceptable to such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that the Deal Agentsuch Originator shall not be obligated to permit such examinations, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it visits or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: reviews under clauses (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the CBTS Receivables Financing Agreement or pursuant to the extent CBTS Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such information has become available time that no Event of Default pursuant to the public other than as a result of a disclosure by CBTS Receivables Financing Agreement or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) Purchase Termination Event pursuant to the extent CBTS Receivables Purchase Agreement has occurred and is continuing and no Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such information was available examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the CBTS Receivables Financing Agreement or pursuant to the Deal Agent, any Lender or CBTS Receivables Purchase Agreement) per year (commencing upon and including the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (ivClosing Date) during such time that no Event of Default pursuant to the extent CBTS Receivables Financing Agreement or Purchase Termination Event pursuant to the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)CBTS Receivables Purchase Agreement has occurred and is continuing.
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts Underlying Class B Note as either may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractrequest. The Borrower will, at any time and from time to time during regular business hours, upon reasonable noticewritten notice and not more than once per calendar year (unless an Amortization Event has occurred), permit the Deal Agent, each Lender, the Backup Servicer and Agent or the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Underlying Class B Note or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or (so long as a representative of AmeriCredit Corp. is in attendance) independent public accountants of the Borrower having knowledge of such matters; provided, however, that each of the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Each of the Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to any Conduit Lender; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower Such Originator will furnish to the Deal Agent, Agent and each Lender, the Backup Servicer and the Collateral Agent, Group Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Agent or such Group Agent may be reasonably requestedrequest, including, without limitation, a computer file except to the extent prohibited by applicable law or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractlicenses. The Borrower Such Originator will, at any time and from time to time during regular business hourshours with reasonable prior written notice, upon reasonable notice(i) at such Originator’s expense, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent or any Group Agent, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables or Related Rights and (B) to visit the offices and properties of the Borrower such Originator for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, other Related Rights or Contracts or the Borrowersuch Originator’s performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public chartered accountants of the Borrower such Originator (provided that representatives of such Originator are present during such discussions) having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Agent or the Group Agents, permit certified chartered accountants or other auditors acceptable to such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that the Deal Agentsuch Originator shall not be obligated to permit such examinations, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it visits or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: reviews under clauses (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the CBTS Receivables Financing Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the extent CBTS Receivables Financing Agreement has occurred and is continuing and no Originator shall be obligated to pay or reimburse any Person for the expenses of more than one such information has become available examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the CBTS Receivables Financing Agreement) per year (commencing upon and including the Closing Date) during such time that no Event of Default pursuant to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)CBTS Receivables Financing Agreement has occurred and is continuing.
Appears in 1 contract
Samples: Canadian Purchase and Sale Agreement (Cincinnati Bell Inc)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender the Backup Servicer and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender the Backup Servicer and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lenderthe Backup Servicer, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender the Backup Servicer or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender the Backup Servicer or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower Such Originator will furnish to the Deal Agent, each Lender, the Backup Servicer Company and the Collateral Agent, Administrator from time to time, time such information with respect to the Loans and Contracts Receivables as such Person may be reasonably requestedrequest. Such Originator will, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on at such Loan or Contract. The Borrower willOriginator’s expense, at any time and from time to time during regular business hourshours with, upon reasonable noticeif a Termination Event or Purchase and Sale Termination Event has not occurred and is not continuing, no less than 30 days prior written notice from the Company or the Administrator (i) permit the Deal Agent, each Lender, Company or the Backup Servicer and the Collateral AgentAdministrator, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables and Related Rights and (B) to visit the offices and properties of the Borrower such Originator for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, the Related Rights or Contracts or the Borrowersuch Originator’s performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Originator (provided that representatives of such Originator are present during such discussions) having knowledge of such matters; provided, howeverthat so long as no Termination Event or Purchase and Sale Termination Event has occurred and is continuing, that such examinations and visits shall not exceed one (1) per year (without duplication with respect to audits of the Deal AgentCompany under the Receivables Purchase Agreement), each Lender and (ii) without limiting the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(mprovisions of clause (i) it or its agents and representatives mayabove, from time to timetime during regular business hours, obtain knowledge at such Originator’s expense, upon, if a Termination Event or Purchase and Sale Termination Event has not occurred and is not continuing, no less than 30 days prior written notice from the Company or the Administrator, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of information, practices, books, correspondence its books and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) with respect to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or LenderReceivables; provided, that so long as no Termination Event or Purchase and Sale Termination Event has occurred and is continuing, such Originator shall be required to reimburse the relevant Lender Company and/or the Administrator for only one (1) such audit per year. For the avoidance of doubt, the Administrator may require examinations and audits in addition to the examinations and audits specified in clause (i) and clause (ii) above, but the expense of any such additional examination or audit shall notify such prospective assignee or Lender of be borne by the confidentiality provisions of this Section 5.1(m)Administrator and not the Originator.
Appears in 1 contract
Samples: Purchase and Sale Agreement (SWIFT TRANSPORTATION Co)
Furnishing of Information and Inspection of Records. The Borrower Underlying Servicer will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts collateral securing the Underlying Class C Note as either may be reasonably requestedrequest, including, without limitation, a computer file file, microfiche list or other list identifying each Loan loan and Contract contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower Underlying Servicer will, at any time and from time to time during regular business hours, upon reasonable noticewritten notice and not more than once per calendar year (unless an Amortization Event has occurred), permit the Deal Agent, each Lender, the Backup Servicer and Agent or the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Recordsrecords, to visit the offices and properties of the Borrower Underlying Servicer for the purpose of examining such Recordsrecords, and to discuss matters relating to the Loans loans or Contracts contracts or the BorrowerUnderlying Servicer’s performance hereunder under the Underlying Transaction Documents and under the other Transaction Documents with any of the officers, directors, employees or (so long as a representative of AmeriCredit Corp. is in attendance) independent public accountants of the Borrower Underlying Servicer having knowledge of such matters; provided, however, that each of the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.5(a) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower Underlying Servicer has a proprietary interest. The Each of the Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the BorrowerUnderlying Servicer , any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to any Conduit Lender; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m5.5(a).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Liquidity Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts Certificates as may be reasonably requested, including, without limitation, a computer file or other list identifying underlying information relating to the amount of payments and distributions made by each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or ContractSecuritization Trust. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer Liquidity Agent and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Certificates or the Borrower’s 's performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Liquidity Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Liquidity Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any LenderLiquidity Agent, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Liquidity Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Liquidity Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to a CP Conduit; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Liquidity Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Certificate Funding Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each LenderLiquidity Agent, the Backup Servicer and the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Liquidity Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Liquidity Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any LenderLiquidity Agent, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Liquidity Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Liquidity Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other Rating Agency or any other person providing liquidity or credit enhancement to or rating the Commercial Paper Notes of, a CP Entity (or its related source of funds); or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Liquidity Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower Such Transferor will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, each Group Agent from time to time, time such information with respect to the Loans and Contracts Receivables as any Agent or such Group Agent may be reasonably requestedrequest, including, without limitation, a computer file except to the extent prohibited by applicable law or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractlicenses. The Borrower Such Transferor will, at any time and from time to time during regular business hours, upon hours with reasonable prior written notice, (i) at such Transferor’s expense, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral any Agent or any Group Agent, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables or Related Rights and (B) to visit the offices and properties of the Borrower such Transferor for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, other Related Rights or Contracts or the Borrowersuch Transferor’s performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Transferor (provided that representatives of such Transferor are present during such discussions) having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from any Agent or the Group Agents, permit certified public accountants or other auditors acceptable to such Agent to conduct a review of its books and records with respect to the Receivables; provided, however, that the Deal Agentsuch Transferor shall not be obligated to permit such examinations, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it visits or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: reviews under clauses (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); and (ii) above, together with any examinations, visits or reviews pursuant to Section 1(e) of Exhibit IV of the Receivables Financing Agreement or pursuant to the extent Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such information has become available time that no Event of Default pursuant to the public other than as a result of a disclosure by Receivables Financing Agreement or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) Purchase Termination Event pursuant to the extent Receivables Purchase Agreement has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of more than one such information was available examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 1(e)(i) of Exhibit IV of the Receivables Financing Agreement or pursuant to the Deal Agent, any Lender or Receivables Purchase Agreement) per year (commencing upon and including the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (ivClosing Date) during such time that no Event of Default pursuant to the extent Receivables Financing Agreement or Purchase Termination Event pursuant to the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)Receivables Purchase Agreement has occurred and is continuing.
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower Seller will, and will cause each other Originating Entity to, furnish to each of the Deal Agent, each Lender, the Backup Servicer Purchaser and the Collateral Agent, Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Purchaser or the Agent may be reasonably requestedrequest, including, without limitation, a computer file or other list listings identifying each Loan the Obligor and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractfor each Receivable. The Borrower Seller will, and will cause each other Originating Entity to, at any time and from time to time during regular business hours, upon reasonable notice, hours permit the Deal Agent, each LenderPurchaser, the Backup Servicer and the Collateral Agent, or its any of their respective agents or representatives, (i) to examine and make copies of and take abstracts from all Records, Records and (ii) to visit the offices and properties of the Borrower Seller or such other 15 Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Receivables or the BorrowerSeller’s or such other Originating Entity’s performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Seller or such other Originating Entity, as applicable, having knowledge of such matters; provided, however, that the Deal Agent, each Lender and the Collateral Agent each Purchaser acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.1(d) it or its agents and or representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records (“Confidential Information”) identified to it in writing as being of a confidential nature and or in which the Borrower Seller or another Originating Entity has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each Purchaser agrees that all such information, practices, books, correspondence and records are Confidential Information so obtained by it is to be regarded as confidential information and that such Confidential Information may be subject to laws, rules and regulations regarding patient confidentiality, and agrees that (x) it shall retain in strict confidence confidence, and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose disclose, any of such Confidential Information without the prior written consent of the BorrowerSeller and (y) it will not, and will ensure that its agents and representatives will not, make any use whatsoever (other than for purposes of this Agreement) of any of such informationConfidential Information without the prior written consent of the Seller; provided, practiceshowever, books, correspondence and records furnished that such Confidential Information may be disclosed to them except the extent that it may disclose such information: Confidential Information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors may be or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become becomes generally available to the public (other than as a result breach of a disclosure by this Section 5.1(d)), (ii) is required or through the Deal Agent, appropriate in response to any Lender, the Collateral Agent summons or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or subpoena in connection with any legal litigation or regulatory proceeding or (iii) is required by law to be disclosed; and provided, further, however, that such Confidential Information may be disclosed to (A) the Agent, any Conduit Investor, any Bank Investor, any Credit Support Provider and any Liquidity Provider, subject to the terms of Section 5.1(d) of the TAA, (B) requested by the Agent’s or any bank regulatory authority to disclose such information; or Person’s legal counsel, auditors and other business advisors, (vC) to any Lender or prospective assignee or Lender; providedsuch Person’s government regulators and (D) any Conduit Investor’s rating agencies, provided that the relevant Lender Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such prospective assignee or Lender of Confidential Information is to be regarded and maintained as confidential information and that the confidentiality provisions of this Section 5.1(m)Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fresenius Medical Care AG & Co. KGaA)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be be
(A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower Seller will, and will cause each other Originating Entity to, furnish to each of the Deal Agent, each Lender, the Backup Servicer Purchaser and the Collateral Agent, Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Purchaser or the Agent may be reasonably requestedrequest, including, without limitation, a computer file or other list listings identifying each Loan the Obligor and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractfor each Receivable. The Borrower Seller will, and will cause each other Originating Entity to, at any time and from time to time during regular business hours, upon reasonable notice, hours permit the Deal Agent, each LenderPurchaser, the Backup Servicer and the Collateral Agent, or its any of their respective agents or representatives, (i) to examine and make copies of and take abstracts from all Records, Records and (ii) to visit the offices and properties of the Borrower Seller or such other Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Receivables or the Borrower’s Seller's or such other Originating Entity's performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Seller or such other Originating Entity, as applicable, having knowledge of such matters; providedPROVIDED, howeverHOWEVER, that the Deal Agent, each Lender and the Collateral Agent each Purchaser acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.1(d) it or its agents and or representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records ("Confidential Information") identified to it in writing as being of a confidential nature and or in which the Borrower Seller or another Originating Entity has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each Purchaser agrees that all such information, practices, books, correspondence and records are Confidential Information so obtained by it is to be regarded as confidential information and that such Confidential Information may be subject to laws, rules and regulations regarding patient confidentiality, and agrees that (x) it shall retain in strict confidence confidence, and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose disclose, any of such Confidential Information without the prior written consent of the BorrowerSeller and (y) it will not, and will ensure that its agents and representatives will not, make any use whatsoever (other than for purposes of this Agreement) of any of such informationConfidential Information without the prior written consent of the Seller; PROVIDED, practicesHOWEVER, books, correspondence and records furnished that such Confidential Information may be disclosed to them except the extent that it may disclose such information: Confidential Information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors may be or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become becomes generally available to the public (other than as a result breach of a disclosure by this Section 5.1(d)), (ii) is required or through the Deal Agent, appropriate in response to any Lender, the Collateral Agent summons or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or subpoena in connection with any legal litigation or regulatory proceeding or (iii) is required by law to be disclosed; and PROVIDED, FURTHER, HOWEVER, that such Confidential Information may be disclosed to (A) the Agent, the Company, any Bank Investor, the Credit Support Provider and the Liquidity Provider, subject to the terms of Section 5.1(d) of the TAA, (B) requested by the Agent's or any bank regulatory authority to disclose such information; or Person's legal counsel, auditors and other business advisors, (vC) to any Lender or prospective assignee or Lender; providedsuch Person's government regulators and (D) the Company's rating agencies, PROVIDED that the relevant Lender Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such prospective assignee or Lender of Confidential Information is to be regarded and maintained as confidential information and that the confidentiality provisions of this Section 5.1(m)Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fresenius National Medical Care Holdings Inc)
Furnishing of Information and Inspection of Records. The Borrower Such Transferor will furnish to the Deal Agent, Administrator and each Lender, the Backup Servicer and the Collateral Agent, Purchaser Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Administrator or such Purchaser Agent may be reasonably requestedrequest, including, without limitation, a computer file except to the extent prohibited by applicable law or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractlicenses. The Borrower Such Transferor will, at any time and from time to time during regular business hourshours with reasonable prior written notice, upon reasonable noticesubject to Section 6.7 of the Receivables Purchase Agreement, (i) at such Transferor’s expense, permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Administrator or any Purchaser Agent, or its their respective agents or representatives, (A) to examine and make copies of and abstracts from all Records, books and records relating to the Receivables or other Pool Assets and (B) to visit the offices and properties of the Borrower such Transferor for the purpose of examining such Recordsbooks and records, and to discuss matters relating to the Loans Receivables, other Related Rights or Contracts or the Borrowersuch Transferor’s performance hereunder and or under the other Transaction Documents to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower such Transferor (provided that representatives of such Transferor are present during such discussions) having knowledge of such mattersmatters and (ii) without limiting the provisions of clause (i) above, from time to time during regular business hours, upon reasonable prior written notice from the Administrator and the Purchaser Agents, permit certified public accountants or other auditors acceptable to the Administrator to conduct a review of its books and records with respect to the Receivables; provided, however, that the Deal Agentsuch Transferor shall not be obligated to permit such examinations, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it visits or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: reviews under clauses (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); and (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agentabove, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection together with any legal examinations, visits or regulatory proceeding or (Breviews pursuant to Section 1(e) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of Exhibit IV of the confidentiality provisions Receivables Purchase Agreement, more than three times per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing and no Transferor shall be obligated to pay or reimburse any Person for the expenses of this more than one such examination or visit pursuant to clause (i) above (together with any examination or visit pursuant to Section 5.1(m)1(e)(i) of Exhibit IV of the Receivables Purchase Agreement) per year (commencing upon and including the Closing Date) during such time that no Termination Event has occurred and is continuing.
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower Underlying Servicer will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts collateral securing the Underlying Class B Note as either may be reasonably requestedrequest, including, without limitation, a computer file file, microfiche list or other list identifying each Loan loan and Contract contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower Underlying Servicer will, at any time and from time to time during regular business hours, upon reasonable noticewritten notice and not more than once per calendar year (unless an Amortization Event has occurred), permit the Deal Agent, each Lender, the Backup Servicer and Agent or the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Recordsrecords, to visit the offices and properties of the Borrower Underlying Servicer for the purpose of examining such Recordsrecords, and to discuss matters relating to the Loans loans or Contracts contracts or the BorrowerUnderlying Servicer’s performance hereunder under the Underlying Transaction Documents and under the other Transaction Documents with any of the officers, directors, employees or (so long as a representative of AmeriCredit Corp. is in attendance) independent public accountants of the Borrower Underlying Servicer having knowledge of such matters; provided, however, that each of the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.5(a) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower Underlying Servicer has a proprietary interest. The Each of the Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the BorrowerUnderlying Servicer , any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to any Conduit Lender; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m5.5(a).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as may be reasonably requested, including, without limitation, a computer file file, spreadsheet, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lenderthe Lenders, the Backup Servicer and the Collateral Agent, or its their agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Deal Agent, each Lender the Lenders, the Backup Servicer and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lenderthe Lenders, the Backup Servicer, the Collateral Agent or its their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent on a non-confidential nonconfidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender the Lenders, the Backup Servicer or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lenderassignee; provided, that the relevant Lender party shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Furnishing of Information and Inspection of Records. The Borrower Transferor will, and will cause each Originating Entity to, furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, Administrative Agent from time to time, time such information with respect to the Loans and Contracts Receivables as such Administrative Agent may be reasonably requestedrequest, including, without limitation, a computer file or other list listings identifying each Loan the Obligor and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractfor each Receivable. The Borrower Transferor will, and will cause each Originating Entity to, at any time and from time to time during regular business hours, upon reasonable notice, hours permit the Deal Agent, each Lender, the Backup Servicer and the Collateral any Administrative Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all Records, Records and (ii) to visit the offices and properties of the Borrower Transferor or such Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Receivables or the Borrower’s Transferor's or such Originating Entity's performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Transferor or such Originating Entity, as applicable, having knowledge of such matters; providedPROVIDED, howeverHOWEVER, that the Deal Agent, each Lender and the Collateral Administrative Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.1(d) it or its agents and or representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records ("CONFIDENTIAL INFORMATION") identified to it in writing as being of a confidential nature and or in which the Borrower Transferor or an Originating Entity has a proprietary interest. The Deal Agent, each Lender and the Collateral Each Administrative Agent each agrees that all such information, practices, books, correspondence and records are Confidential Information so obtained by it is to be regarded as confidential information and that such Confidential Information may be subject to laws, rules and regulations regarding patient confidentiality, and agrees that (x) it shall retain in strict confidence confidence, and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose disclose, any of such Confidential Information without the prior written consent of the BorrowerTransferor and (y) it will not, and will ensure that its agents and representatives will not, make any use whatsoever (other than for purposes of this Agreement) of any of such informationConfidential Information without the prior written consent of the Transferor; PROVIDED, practicesHOWEVER, books, correspondence and records furnished that such Confidential Information may be disclosed to them except the extent that it may disclose such information: Confidential Information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors may be or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become becomes generally available to the public (other than as a result breach of a disclosure by this Section 5.1(d)), (ii) is required or through the Deal Agent, appropriate in response to any Lender, the Collateral Agent summons or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or subpoena in connection with any legal litigation or regulatory proceeding or (iii) is required by law to be disclosed; and PROVIDED, FURTHER, HOWEVER, that such Confidential Information may be disclosed to (A) the Agent, any Administrative Agent, any Investor, any Credit Support Provider and any Liquidity Provider, subject to the terms of this Section 5.1(d), (B) requested any such Person's legal counsel, auditors and other business advisors, (C) any such Person's government regulators and (D) the rating agencies rating any Commercial Paper issued by any bank regulatory authority to disclose such information; a Conduit Investor or (v) to any Lender or prospective assignee or Lender; providedits Related CP Issuer, PROVIDED that the relevant Lender Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)Confidential Information is to be regarded and maintained as confidential information and that each Administrative Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts Underlying Class C Note as either may be reasonably requested, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractrequest. The Borrower will, at any time and from time to time during regular business hours, upon reasonable noticewritten notice and not more than once per calendar year (unless an Amortization Event has occurred), permit the Deal Agent, each Lender, the Backup Servicer and Agent or the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Underlying Class C Note or the Borrower’s performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or (so long as a representative of AmeriCredit Corp. is in attendance) independent public accountants of the Borrower having knowledge of such matters; provided, however, that each of the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Each of the Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to any Conduit Lender; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal Agent, each Lender, the Backup Servicer Agent and the Collateral Agent, from time to time, such information with respect to the Loans and Contracts as either may be reasonably requestedrequest, including, without limitation, a computer file file, microfiche list or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contract. The Borrower will, at any time and from time to time during regular business hours, upon reasonable notice, permit the Deal Agent, each Lender, the Backup Servicer and Agent or the Collateral Agent, or its agents or representatives, to examine and make copies of and abstracts from all Records, to visit the offices and properties of the Borrower for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts or the Borrower’s 's performance hereunder and under the other Transaction Documents with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that each of the Deal Agent, each Lender Agent and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records of a confidential nature and in which the Borrower has a proprietary interest. The Each of the Deal Agent, each Lender Agent and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender Agent or the Collateral Agent on a non-non- confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender Agent or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; (v) to the Liquidity Agent, any Liquidity Bank, or any other person providing liquidity to the Issuer; or (vvi) to any Lender or prospective assignee or LenderInvestor; provided, that the relevant Lender Collateral Agent shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m).
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corporation)
Furnishing of Information and Inspection of Records. The Borrower Transferor will furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Agent may be reasonably requestedrequest, including, without limitation, a computer file or other list identifying each Loan and Contract by pool number, account number and dealer number and by the Outstanding Balance and listings identifying the Obligor on such Loan or ContractPrincipal Receivables for each Receivable. The Borrower Transferor will, at any time and from time to time during regular business hours, upon reasonable notice, hours permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, at the Transferor's expense (i) to examine and make copies of and take abstracts from all Records, Records and (ii) to visit the offices and properties of the Borrower Transferor for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Receivables or the Borrower’s Transferor's performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Transferor having knowledge of such matters; provided. In addition, howeverthe Transferor shall (x) use its best efforts to permit the Agent to have access to the premises and employees of MWFC, that as servicer under the Deal Interim Servicing Agreement, for the purpose of obtaining such information with respect to the Receivables as the Agent shall reasonably request and (y) if access cannot be obtained, as referred to in clause (x) above, if requested by the Agent, each Lender and the Collateral Transferor shall exercise its rights under the Receivables Purchase Agreement to cause CAC to visit the premises of MWFC in order to obtain all such information as is reasonably requested by the Agent. Notwithstanding the foregoing, the Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m) it or its agents and representatives may, from time to time, obtain knowledge of information, practices, books, correspondence shall not visit the offices and records of a confidential nature and properties as described in which the Borrower has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each agrees that all such information, practices, books, correspondence and records are to be regarded as confidential information and agrees that it shall retain in strict confidence and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose without the prior written consent of the Borrower, any such information, practices, books, correspondence and records furnished to them except that it may disclose such information: (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives (provided that such Persons are informed of the confidential nature of such information); clause (ii) to above more frequently than (a) once a month for the extent such information has become available to first six months after the public other than as a result Closing Date and two times thereafter until the first anniversary of the Closing Date and (b) four times per year after the first anniversary of the Closing Date; provided that, neither of the limitations set forth in (a) or (b) above shall apply upon the occurrence and during the continuance of a disclosure by Termination Event or through the Deal Agent, any Lender, the Collateral Agent or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or in connection with any legal or regulatory proceeding or (B) requested by any bank regulatory authority to disclose such information; or (v) to any Lender or prospective assignee or Lender; provided, that the relevant Lender shall notify such prospective assignee or Lender of the confidentiality provisions of this Section 5.1(m)Potential Termination Event.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Compucredit Corp)
Furnishing of Information and Inspection of Records. The Borrower Transferor will, and will cause each Originating Entity to, furnish to the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, Agent from time to time, time such information with respect to the Loans and Contracts Receivables as the Agent may be reasonably requestedrequest, including, without limitation, a computer file or other list listings identifying each Loan the Obligor and Contract by pool number, account number and dealer number and by the Outstanding Balance and identifying the Obligor on such Loan or Contractfor each Receivable. The Borrower Transferor will, and will cause each Originating Entity to, at any time and from time to time during regular business hours, upon reasonable notice, hours permit the Deal Agent, each Lender, the Backup Servicer and the Collateral Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all Records, Records and (ii) to visit the offices and properties of the Borrower Transferor or such Originating Entity, as applicable, for the purpose of examining such Records, and to discuss matters relating to the Loans or Contracts Receivables or the Borrower’s Transferor's or such Originating Entity's performance hereunder and under the other Transaction Documents to which such Person is a party with any of the officers, directors, employees or independent public accountants of the Borrower Transferor or such Originating Entity, as applicable, having knowledge of such matters; providedPROVIDED, howeverHOWEVER, that the Deal Agent, each Lender and the Collateral Agent each acknowledges that in exercising the rights and privileges conferred in this Section 5.1(m5.1(d) it or its agents and or representatives may, from time to time, obtain knowledge of information, practices, books, correspondence and records ("Confidential Information") identified to it in writing as being of a confidential nature and or in which the Borrower Transferor or an Originating Entity has a proprietary interest. The Deal Agent, each Lender and the Collateral Agent each 85 agrees that all such information, practices, books, correspondence and records are Confidential Information so obtained by it is to be regarded as confidential information and that such Confidential Information may be subject to laws, rules and regulations regarding patient confidentiality, and agrees that (x) it shall retain in strict confidence confidence, and shall use its reasonable efforts to ensure that its agents and representatives retain in strict confidence, and will not disclose disclose, any of such Confidential Information without the prior written consent of the BorrowerTransferor and (y) it will not, and will ensure that its agents and representatives will not, make any use whatsoever (other than for purposes of this Agreement) of any of such informationConfidential Information without the prior written consent of the Transferor; PROVIDED, practicesHOWEVER, books, correspondence and records furnished that such Confidential Information may be disclosed to them except the extent that it may disclose such information: Confidential Information (i) to its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors may be or representatives (provided that such Persons are informed of the confidential nature of such information); (ii) to the extent such information has become becomes generally available to the public (other than as a result breach of a disclosure by this Section 5.1(d)), (ii) is required or through the Deal Agent, appropriate in response to any Lender, the Collateral Agent summons or its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent, any Lender or the Collateral Agent on a non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent, any Lender or the Collateral Agent should be (A) required under the Transaction Documents or subpoena in connection with any legal litigation or regulatory proceeding or (iii) is required by law to be disclosed; and PROVIDED, FURTHER, HOWEVER, that such Confidential Information may be disclosed to (A) the Company, any Bank Investor, the Credit Support Provider and the Liquidity Provider, subject to the terms of this Section 5.1(d), (B) requested by the Agent's or any bank regulatory authority to disclose such information; or Person's legal counsel, auditors and other business advisors, (vC) to any Lender or prospective assignee or Lender; providedsuch Person's government regulators and (D) the Company's rating agencies, PROVIDED that the relevant Lender Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such prospective assignee or Lender of Confidential Information is to be regarded and maintained as confidential information and that the confidentiality provisions of this Section 5.1(m)Agent has agreed to keep confidential such Confidential Information as provided in clauses (x) and (y) above.
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Samples: Transfer and Administration Agreement (Fresenius National Medical Care Holdings Inc)