Common use of Furnishing of Information and Inspection of Records Clause in Contracts

Furnishing of Information and Inspection of Records. The Borrower will furnish to the Deal 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, 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 and the Collateral Agent, or 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 ‑ 62 ‑ the officers, directors, employees or independent public accountants of the Borrower having knowledge of such matters; provided, however, that the Deal 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 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, the Collateral Agent or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal 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 any prospective assignee; provided, that the relevant party shall notify such assignee of the confidentiality provisions of this Section 5.1(m).

Appears in 1 contract

Samples: Loan and Security Agreement (Credit Acceptance Corp)

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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 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, microfiche list 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 and Purchaser, the Collateral Agent, or 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 ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person’s legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person’s government regulators and (D) any Conduit Investor’s rating agencies, provided that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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 Seller will, and will cause each other Originating Entity to, furnish to each of the Deal Agent 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, microfiche list 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 and Purchaser, the Collateral Agent, or 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 BorrowerSeller’s or such other Originating Entity’s performance hereunder and under the other 15 Transaction Documents to which such Person is a party with any of ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person’s legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person’s government regulators and (D) any Conduit Investor’s rating agencies, provided that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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 Transferor will, and will cause each Originating Entity to, furnish to the Deal each Administrative Agent and the Collateral 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, microfiche list 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 and the Collateral any Administrative Agent, or their 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 ‑ 62 ‑ the officers, directors, employees or independent public accountants of the Borrower Transferor or such Originating Entity, as applicable, having knowledge of such matters; provided, however, that the Deal each Administrative Agent 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 Each Administrative Agent and the Collateral 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; (v) to any prospective assignee; provided, that the relevant party shall notify such assignee of the confidentiality provisions of this Section 5.1(m).a

Appears in 1 contract

Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)

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 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, microfiche list 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 and Purchaser, the Collateral Agent, or 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 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 ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person’s legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person’s government regulators and (D) any Conduit Investor’s rating agencies, provided that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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 Debtor will furnish to the Deal Agent 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, 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 and the Collateral Agent, or their 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 ‑ 62 ‑ the officers, directors, employees or independent public accountants of the Borrower Debtor having knowledge of such matters; providedPROVIDED, howeverHOWEVER, that the Deal Agent 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 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, the Collateral Agent or their its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; , (iii) to the extent such information was available to the Deal Agent 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 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 any Program Support Provider, (vi) to any Bank Investor or prospective assigneeBank Investor, and (vii) to any prospective assignee of the Note; providedPROVIDED, that the relevant party Collateral Agent shall notify such assignee of the confidentiality provisions of this Section 5.1(m3.3(c).

Appears in 1 contract

Samples: Security Agreement (Credit Acceptance Corporation)

Furnishing of Information and Inspection of Records. The Borrower Transferor will, and will cause each Originating Entity to, furnish to the Deal Agent and the Collateral 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, microfiche list 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 and the Collateral Agent, or their 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 ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person's legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person's government regulators and (D) the Company's rating agencies, PROVIDED that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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: Transfer and Administration Agreement (Fresenius National Medical Care Holdings Inc)

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Furnishing of Information and Inspection of Records. The Borrower Transferor will, and will cause each Originating Entity to, furnish to the Deal each Administrative Agent and the Collateral 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, microfiche list 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 and the Collateral any Administrative Agent, or their 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 ‑ 62 ‑ 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 each Administrative Agent 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 Each Administrative Agent and the Collateral 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; (v) to any prospective assignee; provideda Conduit Investor or its Related CP Issuer, PROVIDED that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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 Seller will, and will cause each other Originating Entity to, furnish to each of the Deal Agent 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, microfiche list 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 and Purchaser, the Collateral Agent, or 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 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 ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person’s legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person’s government regulators and (D) any Conduit Investor’s rating agencies, provided that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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 ​

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 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, 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 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 and or the Collateral Agent, or their 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 ‑ 62 ‑ 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 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 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, the Collateral Agent or their its officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential non-confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal 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 (vi) to any Lender or prospective assigneeassignee or Investor; provided, that the relevant party Collateral Agent shall notify such assignee of the confidentiality provisions of this Section 5.1(m).

Appears in 1 contract

Samples: Loan and Security Agreement (Americredit 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 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, microfiche list 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 and Purchaser, the Collateral Agent, or 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 ‑ 62 ‑ 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 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 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, the Collateral Agent appropriate in response to any summons or their officers, directors, employees, agents, counsel, accountants, auditors, affiliates, advisors or representatives; (iii) to the extent such information was available to the Deal Agent or the Collateral Agent on a non‑confidential basis prior to its disclosure hereunder; (iv) to the extent the Deal Agent 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; Person's legal counsel, auditors and other business advisors, (vC) to any prospective assignee; providedsuch Person's government regulators and (D) the Company's rating agencies, PROVIDED that the relevant party Person making such disclosure shall notify advise each recipient thereof referred to in clauses (A), (B), (C) and (D) above that such assignee 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)

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