Common use of Confidentiality Clause in Contracts

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. The Custodian agrees to keep confidential all non-public information provided to it by the Borrower (a) Each or the Administrator on behalf of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any PersonBorrower), the terms of this Agreement Manager, the Managing Member or any Purchaser Group Fee Letter (including any fees payable other Person pursuant to or in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document Agreement or the identity of other Operative Documents; provided that nothing herein shall prevent the Administrator or Custodian from disclosing any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (ia) to its Advisors employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates who have a need to know such information (collectively, its “Representatives”), (iib) upon the request or demand of any Governmental Authority, (c) in response to the extent such information has become available any order of any court or other Governmental Authority or as may otherwise be required pursuant to the public other than as a result any Requirement of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or (d) in connection with any legal litigation or regulatory proceeding similar proceeding, (e) that has been publicly disclosed other than by the Custodian or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach Representatives in violation of this Section 16.10, (f) if agreed by the Managing Member in its Representatives and Advisors and agrees that sole discretion or (g) to the limited extent required to fulfill its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments obligations under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereonAgreement; provided, further, that no (i) pursuant to clause (b) above, the Custodian shall notify the Borrower and the Managing Member, if legally permitted to do so, of any proposed disclosure contemporaneously with such press release disclosure and at such time request that the Governmental Authority to whom such disclosure is made accord confidential treatment to the disclosed information and (ii) pursuant to clauses (c) and (d) above, prior to any disclosure of such information, the Custodian shall name notify the Borrower and the Managing Member, if legally permitted to do so, of any proposed disclosure as far in advance of such disclosure as practicable and upon the Borrower’s or otherwise identify the AdministratorManaging Member’s written request, at its sole cost and expense, take all reasonable actions the Borrower or the Managing Member may wish to take to ensure that any Purchaser, any Purchaser Agent or any information disclosed shall be accorded confidential treatment. The Custodian further agrees that it shall be responsible for compliance by each of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)its Representatives with this Section 16.10.

Confidentiality. Each Lender agrees to maintain in confidence and not to disclose without the Company’s consent (other than to its employees, affiliates, auditors, counsel or other professional advisors, or to another Lender, each of which shall also be bound by this Section 14.21) any information concerning the Company or any Subsidiaries furnished pursuant to this Agreement and not previously disclosed in any filing made by the Company with the SEC; provided that any Lender may disclose any such information (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become generally available to the public other than as a result public, (b) if required or appropriate in any report, statement or testimony submitted to any regulatory body having or claiming to have jurisdiction over such Lender or any stock exchange on which the equity of a disclosure by such Lender is registered, (c) if required or through the Seller, the Servicer appropriate in response to any summons or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, subpoena or in connection with any legal litigation, (d) in order to comply with any law, order, regulation or regulatory proceeding ruling applicable to such Lender, or (Be) requested by to any Governmental Authority prospective or actual participant or transferee under Section 14.10 or 14.11 hereof in connection with any contemplated or actual transfer of a participating or other interest in such Lender’s rights or obligations hereunder so long as such actual or prospective participant or transferee executes an agreement with such Lender containing provisions substantially identical to disclose such informationthose contained in this Section 14.21; provided, that, that in the case of clause any disclosure under subsection (iiic) above, such Lender shall (to the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited extent permitted by Applicable Lawapplicable law) notify the Administrator and the affected Purchaser or Purchaser Agent Company of its intention to make any such disclosure prior so that the Company may seek an appropriate protective order or waive such Lender’s compliance with the provisions of this Section, it being understood that if the Company has no right to making obtain such a protective order or if the Company does not commence procedures to obtain such a protective order within ten Business Days of the receipt of such notice, such Lender’s compliance with this Section shall be deemed to have been waived with respect to such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. Neither the Agent nor any Lender shall disclose any Confidential Information to any Person without the consent of the Company, other than (a) Each to the Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrowers received by it from such Lender, (d) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or any regulatory authority (including any self-regulatory authority), (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder and (f) disclosures of information pertaining to this Agreement of the Seller sort routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that such disclosure is limited to information identifying the Company, the type, amount and maturity of the credit facility established hereby and the Servicer covenants roles and agrees titles of the Lead Arrangers, Agent and Syndication Agent named on the cover hereof (and excluding any confidential information relating to hold in confidencethe business of the Company). In addition, and not the Agent may disclose to any Personagency or organization that assigns standard identification numbers to loan facilities such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, the terms if requested, supply a copy of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as it being understood that the Administrator and each Purchaser Agent may have consented Person to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any whom such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors is made will be advised by it informed of the confidential nature of such information and instructed to make available to the public only such information as such person normally makes available in the course of its business of assigning identification numbers. The Agent agrees to provide to the Company each interest rate that is furnished by any Reference Bank to the Agent pursuant to Section 2.08 (each, a “Reference Bank Rate”). At the time such information is provided, the Agent may advise the Company in writing that such information is to be treated by the Company as confidential information pursuant to this Section 8.08, in which event the Company shall agree exercise the same degree of care to comply with this Sectionmaintain the confidentiality of such Reference Bank Rate(s) as the Company accords its own confidential information. Notwithstanding the foregoing, it is expressly agreed that each of (i) the Seller, the Servicer and their respective Affiliates Company may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments disclose any actual interest rate payable under this Agreement, and (ii) the Company may disclose any Reference Bank Rate (a) to its Affiliates and to its and its Affiliates’ officers, directors, employees, agents and advisors and to actual or prospective assignees, and then only on a confidential basis, (b) as consented to by the applicable Reference Bank, (c) as required by any law, rule or regulation or judicial process, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement and or the transactions contemplated hereby; enforcement of rights hereunder, (e) to any rating agency when required by it, provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement that, prior to its release and provide comment thereon; providedany such disclosure, furthersuch rating agency shall undertake to preserve the confidentiality of any such information, that no such press release shall name (f) as requested or otherwise identify required by any state, federal or foreign authority or examiner regulating the Administrator, any Purchaser, any Purchaser Agent Company or any of their respective Affiliates without its Subsidiaries or any regulatory authority (including any self-regulatory authority) or (g) to the extent such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Reference Bank Rate becomes publicly available other than as a result of a breach of this paragraph.

Confidentiality. (a) Each of Shareholder agrees that Confidential Information (as defined below) furnished and to be furnished to it was and will be made available in connection with such Shareholder’s investment in the Seller Company. Each Shareholder agrees that it will use, and that it will cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Servicer covenants Confidential Information only in connection with its investment in the Company and not for any other purpose (including, without limitation, to disadvantage competitively the Company or any Management Shareholder). Each Shareholder further acknowledges and agrees to hold in confidence, and that it will not disclose any Confidential Information to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent provided that Confidential Information may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information be disclosed (i) to its Advisors and Representativessuch Shareholder’s Representatives (as defined below) in the normal course of the performance of their duties or to any financial institution providing credit to such Shareholder, (ii) to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject, provided that such information has become available Shareholder gives the Company prompt notice of such request(s), to the public other than as a result of a extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or through the Sellerregulation)), the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority Person to disclose whom such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent Shareholder is contemplating a Transfer of its intention to make any Company Securities (provided that such disclosure prior to making such disclosure. Each Transfer would not be in violation of the Seller and the Servicer agrees to be responsible for any breach provisions of this Section by its Representatives Agreement and Advisors and agrees that its Representatives and Advisors will be as long as such potential transferee is advised by it of the confidential nature of such information and shall agree agrees to comply be bound by a confidentiality agreement in form and substance reasonably satisfactory to the Company and consistent with this Section. Notwithstanding the foregoingprovisions hereof), it is expressly agreed that each of (iv) to any regulatory authority or rating agency to which the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Shareholder or any of their respective its Affiliates without is subject or with which it has regular dealings, as long as such Person’s authority or agency is advised of the confidential nature of such information or (v) if the prior written consent of the Board shall have been obtained. Nothing contained herein shall prevent the use (such consent not subject, to be unreasonably withheldthe extent possible, conditioned to a protective order) of Confidential Information in connection with the assertion or delayed)defense of any claim by or against the Company or any Shareholder.

Confidentiality. (a) Each of the Seller Capital Protection Provider, the Guarantor and the Servicer covenants and agrees Agent agree to hold in confidence, and not disclose maintain the confidentiality of all information received from the Fund relating to any Person, the terms Fund or its business that is clearly identified as confidential at the time of this Agreement or any Purchaser Group Fee Letter delivery (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent“Confidential Information”), except as the Administrator and each Purchaser Agent that Confidential Information may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information be disclosed (i) to its Advisors and Representativesits Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisers; (ii) to the extent requested by any Governmental Authority or required by applicable Laws or by any subpoena or similar legal process or by any rating agency then rating the commercial paper notes issued by or on behalf of the Capital Protection Provider, the Agent, the Guarantor or other Debt obligations, Contingent Obligations or Off-Balance Sheet Liabilities of the Capital Protection Provider, the Agent, the Guarantor or their Affiliates, provided that, unless specifically prohibited by applicable Law or court or administrative order, each of the Capital Protection Provider and the Agent shall use reasonable efforts to notify the Fund of any such request (other than any such request in connection with an examination of the Capital Protection Provider or the Agent) for disclosure of any such Confidential Information prior to disclosure of such Confidential Information; (iii) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (iv) subject to an agreement containing provisions substantially similar to those of this Section 9.16, to any actual or prospective permitted assignee or participant in any of the Capital Protection Provider’s, the Guarantor’s or the Agent’s rights or obligations under this Agreement or any other Capital Protection Document; or (v) with the consent of the Fund. Notwithstanding the foregoing, no information shall be deemed to be Confidential Information to the extent that such information has become (i) becomes publicly available to the public other than as a result of a disclosure breach of this Section 9.16; (ii) is already in the Capital Protection Provider’s, Guarantor’s or Agent’s possession prior to the initiation of negotiations with respect to this Agreement (other than Confidential Information provided to the Capital Protection Provider, Guarantor or Agent by or through the SellerFund, the Servicer Adviser or their Advisors and Representatives representatives), provided that such information is not known by the Capital Protection Provider, Guarantor or Agent to be subject to another confidentiality agreement with, or obligation of secrecy to, the Fund, the Adviser or their representatives; or (iii) was or becomes available to the extent it should Capital Protection Provider, Guarantor or Agent on a non-confidential basis from a source other than the Fund, the Adviser or their representatives, provided that such source is not known by the Capital Protection Provider, Guarantor or Agent to be (A) required bound by Applicable Lawa confidentiality agreement with, or in connection with any legal other obligation of secrecy to, the Fund, the Adviser or regulatory proceeding their representatives. It is understood and agreed that regulators having, or (B) requested by any Governmental Authority alleging to disclose such information; providedhave, thatjurisdiction over the Capital Protection Provider, the Guarantor or the Agent shall have unrestricted access to all books, records, files and other materials in the case of clause (iii) aboveCapital Protection Provider, the Seller Guarantor’s or the Agent’s possession, including any Confidential Information, and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Confidential Information to such persons solely for purposes of supervision or examination may occur without written notice to or authorization from the Fund. Notwithstanding anything to the contrary in this Agreement, all persons may disclose to any and all persons, without limitation of any kind, the Servicer agrees to be responsible for any breach of this Section by its Representatives U.S. federal, state and Advisors and agrees that its Representatives and Advisors will be advised by it local tax treatment of the confidential nature of such information Agreement, any fact that may be relevant to understanding the U.S. federal, state and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each local tax treatment of the SellerAgreement, the Servicer and their respective Affiliates may publish a press release all materials of any kind (including opinions or otherwise publicly announce the existence other tax analyses) relating to such U.S. federal, state and principal amount local tax treatment of the Commitments under this Agreement and that may be relevant to understanding such U.S. federal, state and local tax treatment of the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Agreement.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter Agreement or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and RepresentativesRepresentatives or to a Conduit Trustee, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree instructed to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. The Trustee and the Holders hereby agree that any confidential or non-public information they receive from or on behalf of the Company or any Affiliate of the Company, which receipt arises out of the transactions contemplated by this CVR Agreement (the “Confidential Information”), shall: (a) Each of the Seller not be used for any purpose other than for purposes permitted under this CVR Agreement; (b) not be used directly or indirectly in any way that is for competitive purposes; and (c) not be disclosed by, and be kept confidential by, such Trustee and the Servicer covenants Holders and agrees to hold in confidenceits directors, officers, members, managers, employees, affiliates and not disclose to any Personagents (collectively, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent“Representatives”), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it any such Confidential Information may disclose such information be disclosed only to their Representatives who (i) need to its Advisors know such Confidential Information and Representatives, (ii) are bound in writing to the extent such information has become available to the public other a non-disclosure agreement no less restrictive than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section 7.9. It is understood that such Representatives shall be informed by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it the Trustee or the applicable Holder of the confidential nature of such information Confidential Information, and that the Trustee or such Holder, as applicable, shall agree be responsible for any disclosure or use made by its Representatives in breach of obligations under this CVR Agreement to comply with this Sectionthe same extent as if such disclosure or use had been made directly by the Trustee or such Holder, as applicable. Notwithstanding the foregoing, it is expressly agreed that each Each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Trustee and the transactions contemplated hereby; provided Holders will as soon as practicable notify the Company of any breach of this CVR Agreement of which they become aware, and will use commercially reasonable efforts to assist and cooperate with the Company in minimizing the consequences of such breach. “Confidential Information” shall not include any information that is (A) publicly available other than because of or related to any disclosure by the Administrator shall be provided a reasonable opportunity to review such press release Trustee or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Holders or any of their respective Affiliates without Representatives or (B) is lawfully disclosed to the Trustee or Holders by sources (other than the Company or its Affiliates) rightfully in possession of the Confidential Information on a non-confidential basis. If the Trustee, Holders or their respective Representatives are legally required or requested to disclose any Confidential Information, they will in advance of such Persondisclosure, unless otherwise prohibited by Law, promptly notify the Company in writing of such request or requirement so that the Company may seek to avoid or minimize the required disclosure and/or obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the person receiving the disclosure, or, in the Company’s discretion, to waive compliance with the provisions of this CVR Agreement. In any such case, the Trustee and the Holders agree to cooperate and use reasonable efforts to avoid or minimize the required disclosure and/or obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, the Trustee, Holders or their respective Representatives are legally obligated to disclose any Confidential Information, they will disclose only so much thereof to the party compelling disclosure as they believe in good faith, on the basis of advice of counsel, is required by Law. The Trustee and Holders shall, unless otherwise prohibited by Law, give the Company prior written consent (notice of the specific Confidential Information that they believe they are required to disclose under such consent not to be unreasonably withheldcircumstances. All Confidential Information disclosed by or on behalf of the Company or any of its Affiliates shall be, conditioned and shall remain, the property of the Company or delayed)such Affiliate.

Confidentiality. Except as otherwise agreed in writing by the Company, each Purchaser agrees that it will use reasonable care to keep confidential and not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement is known or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available becomes known to the public in general (other than as a result of a breach of this Section 13 by the Purchaser), (b) is or has been independently developed or conceived by the Purchaser without use of the Company’s confidential information, (c) is or has been made known or disclosed to the Purchaser by a third party without knowledge by the Purchaser of any obligation of confidentiality such third party owes to the Company with respect to the information or (d) was known to the Purchaser prior to disclosure to the Purchaser by or through the SellerCompany; provided, however, that the Servicer or Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their Advisors services in connection with monitoring its investment in the Company provided that the Purchaser informs such person that such information is confidential and Representatives or directs such person to maintain the confidentiality of such information; (ii) to any prospective purchaser of any Securities from the Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section 13; (iii) to any Affiliate, partner, member, stockholder or advisor of the extent it should be (A) required by Applicable LawPurchaser in the ordinary course of business, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority provided that the Purchaser informs such person that such information is confidential and directs such person to disclose maintain the confidentiality of such information; providedor (iv) as may otherwise be required by law, thatprovided that the Purchaser promptly notifies the Company of such disclosure and, in if requested by the case Company, reasonably cooperates with the Company at the Company’s sole expense to minimize the extent of clause (iii) aboveany such required disclosure. Notwithstanding anything to the contrary herein, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach obligations of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it 13 shall survive the termination of the confidential nature of such information and shall agree to comply with this SectionAgreement. Notwithstanding the foregoing, it is expressly agreed that each the provisions of this Section 13 shall not apply after the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)8-K Filing.

Confidentiality. (a) Each The Seller agrees that the Purchaser has or will introduce buyers of mortgage loans to the Seller, that buyers of mortgage loans are customers of the Purchaser and that the relationships of the Purchaser to the buyers of mortgage loans are confidential. The Seller and agrees, for a period of six (6) months following the Servicer covenants and agrees related Closing Date with respect to hold in confidence, and not disclose to any Persona particular buyer of Mortgage Loans, the terms Seller will not, for the purpose of this Agreement buying and selling other mortgage loans, communicate with or any Purchaser Group Fee Letter sell such other mortgage loans to such buyer unless such buyer is or has been independently introduced to the Seller or the Seller has had previous dealings (not including any fees payable in connection Whole Loan Transfer or Pass-Through Transfer) with this Agreementsuch buyer, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) the foregoing shall not apply to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result buyer of a disclosure by mortgage loans which is Xxxxxx Xxx or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosureXxxxxxx Mac. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release the Purchaser agrees that it (i) shall comply with all applicable laws and regulations regarding the privacy or security of Consumer Personal Information, (ii) shall not collect, create, use, store, access, disclose or otherwise publicly announce handle Consumer Personal Information in any manner inconsistent with any applicable laws or regulations regarding the existence and principal amount privacy or security of Consumer Personal Information, (iii) shall not disclose Consumer Personal Information to any affiliated or non-affiliated third party except to enforce or preserve its rights, as otherwise permitted or required by applicable law (or by regulatory authorities having jurisdiction in the premises) or, in the case of the Commitments under Seller or the Servicer, at the specific written direction of the Purchaser, (iv) shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Consumer Personal Information and (v) shall promptly notify the other party in writing upon becoming aware of any actual breach and of any suspected breach of this Agreement section. Each party hereto shall indemnify and defend the transactions contemplated hereby; provided that other party against, and shall hold the Administrator shall be provided a reasonable opportunity to review such press release other party harmless from, any cost, expense, loss, claim or other public announcement prior liability that such other party may suffer as a result of or in connection with its failure to its release and provide comment thereon; provided, further, that no such press release shall name comply with or otherwise identify perform the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)obligations set forth in this section.

Confidentiality. This Agreement will confirm Recipient’s agreement to retain in strict confidence all Confidential Information, unless such information (ai) Each is, was or becomes available to Recipient from a source other than the Company or the Company’s Representatives, provided that such other source is not in violation of any other obligation of confidentiality or nonuse, (ii) was or becomes available to the Seller and public from a source other than Recipient or its Representatives, or (iii) is independently developed by Recipient without the Servicer covenants and agrees to hold in confidence, and not disclose use of or reference to any PersonConfidential Information. Recipient will use such Confidential Information only in connection with its consideration of whether to enter into the Potential Transaction with the Company and, except as otherwise expressly permitted herein, will not otherwise use the Confidential Information in its business or for any other purpose or disclose it to others. Recipient may communicate the Confidential Information to its Representatives assisting with the Potential Transaction, provided that each such Recipient shall be directed to abide by the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or and agrees to be bound by the identity of obligations set forth herein as if it were the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, Recipient. Recipient hereby agrees that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of any provision of this Section Agreement by its Representatives and Advisors and agrees except that the non-solicitation provision shall not apply to any of its Representatives who are attorneys, accountants, consultants, agents and financial advisors (collectively, your “Professional Advisors”) so long as such Professional Advisors will be advised by it are not acting on Recipient’s behalf with respect to the restrictions set forth therein. Recipient agrees not to initiate, contact, or engage in discussions with any employee, customer, or supplier of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding Company regarding the foregoing, it is expressly agreed that each of Potential Transaction without the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent of the Company. Recipient agrees that, except as provided in paragraph 3 below or without prior written consent of the Company and except in accordance with the provisions set forth in this Agreement with respect to a “Required Disclosure” (such consent as defined herein), Recipient will not disclose to be unreasonably withheldany other person that it has received Confidential Information, conditioned that it is in discussions or delayed)negotiations with the Company as to the Potential Transaction, or that the Company is considering the Potential Transaction.

Confidentiality. (a) Each In the event that the Borrower provides to the Lender written confidential information belonging to the Borrower, the Lender shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain; (ii) hereafter become part of the public domain, without the Lender breaching its obligation of confidence to hold in confidence, and not disclose the Borrower; (iii) are previously known by the Lender from some source other than the Borrower; (iv) are hereafter developed by the Lender without using the Borrower’s information; (v) are hereafter obtained by the Lender from a third party who owes no obligation of confidence to the Borrower with respect to such information; (vi) are disclosed with the Borrower’s consent; (vii) must be disclosed either pursuant to any PersonGovernmental Requirement or to Persons regulating the activities of the Lender; or (viii) as may be required by law or regulation or order of any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, the terms of this Agreement Lender may disclose any such information to consultants, any independent certified public accountants or any Purchaser Group Fee Letter (including any fees payable legal counsel employed by such Persons in connection with this Agreement, any Purchaser Group Fee Letter including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any other Transaction Document assignee or participant (including prospective assignees and participants) in the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureLoan; provided, however, that it may disclose the Lender imposes on the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon it hereunder. Notwithstanding anything to the foregoingcontrary provided herein, it is expressly agreed that each this obligation of confidence shall cease two (2) years from the date the information was furnished, unless the Borrower requests in writing at least thirty (30) days prior to the expiration of such two (2) year period, to maintain the confidentiality of such information for an additional two (2) year period. The Lender agrees not to issue or cause to be issued any tombstone or other publicly published announcement of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under lending facilities established by this Agreement without the Borrower’s review and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review approval thereof, which such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent approval will not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each of the Seller and the Servicer Servicer, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any other Purchaser or Purchaser AgentParty), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Party of its intention to make making any such disclosure prior as promptly as reasonably practicable thereafter; provided, further, the Parent or any of its Affiliates may file copies of the Transaction Documents with the SEC to making the extent that such disclosurePerson is required by Applicable Law to do so. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any other Purchaser Agent Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each In the event that the Borrower provides to the Lender written confidential information belonging to the Borrower, the Lender shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain; (ii) hereafter become part of the public domain, without the Lender breaching its obligation of confidence to hold in confidence, and not disclose the Borrower; (iii) are previously known by the Lender from some source other than the Borrower; (iv) are hereafter developed by the Lender without using the Borrower's information; (v) are hereafter obtained by the Lender from a third party who owes no obligation of confidence to the Borrower with respect to such information; (vi) are disclosed with the Borrower's consent; (vii) must be disclosed either pursuant to any PersonGovernmental Requirement or to Persons regulating the activities of the Lender; or (viii) as may be required by law or regulation or order of any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, the terms of this Agreement Lender may disclose any such information to consultants, any independent certified public accountants or any Purchaser Group Fee Letter (including any fees payable legal counsel employed by such Persons in connection with this Agreement, any Purchaser Group Fee Letter including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any other Transaction Document assignee or participant (including prospective assignees and participants) in the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureLoan; provided, however, that it may disclose the Lender imposes on the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon it hereunder. Notwithstanding anything to the foregoingcontrary provided herein, it is expressly agreed that each this obligation of confidence shall cease two (2) years from the date the information was furnished, unless the Borrower requests in writing at least thirty (30) days prior to the expiration of such two (2) year period, to maintain the confidentiality of such information for an additional two (2) year period. The Lender agrees not to issue or cause to be issued any tombstone or other publicly published announcement of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under lending facilities established by this Agreement without the Borrower's review and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review approval thereof, which such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent approval will not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Seller Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than four (4) days prior notice to Subscribers. The Company will specifically disclose in each Form 8-K filed until the Servicer covenants End Date the amount of Common Stock outstanding immediately prior to such filing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and agrees while a Note, Warrants, Additional Investment Rights, Conversion Shares or Warrant Shares are held by such Subscribers, unless the Company has in good faith determined that the matters relating to hold such notice or information do not constitute material, nonpublic information relating to the Company or Subsidiaries or unless such information is delivered to such Subscriber pursuant to a nondisclosure agreement between the Company and such Subscriber whereby such Subscriber has agreed to maintain material nonpublic information in confidence, and not the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to any PersonSubscribers contains material, nonpublic information relating to the terms of this Agreement Company or any Purchaser Group Fee Letter (including any fees payable Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any Purchaser Group Fee Letter such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries. Notwithstanding anything to the contrary herein, the Company shall have no obligation to file a Report on Form 8-K and/or provide prior notification to a Subscriber in advance of delivering any other Transaction Document notice or the identity information that contains material nonpublic information to any Subscriber who is serving as a director or officer of the Administrator Company at the time of disclosure. The Company agrees that any information known to Subscriber as of the Closing Date not already made public by the Company on or any Purchaser or Purchaser Agent), except as after the Administrator filing of the Form 8-K required to be filed pursuant to Section 9(o) below may be made public and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors disclosed by the Subscriber unless and Representatives, (ii) to the extent that such information was disclosed to such Subscriber pursuant to a nondisclosure agreement between the Company and such Subscriber whereby such Subscriber has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts agreed to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such material nonpublic information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)in confidence.

Confidentiality. Each Purchaser will hold, and will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors, financing sources, financial institutions, and agents (athe "Representatives") Each of the Seller and the Servicer covenants and agrees to hold hold, in confidence, unless required to disclose by judicial or administrative process or by other requirements of law, regulation or national stock exchange, all confidential documents and not disclose to any Person, information concerning the terms of this Agreement Issuer or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent)its Affiliates that are furnished to such Purchaser, except as to the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, extent that it may disclose such information can be shown to have been (i) to its Advisors and previously known on a nonconfidential basis by such Purchaser or such Representatives, (ii) to the extent such information has become available to in the public other than domain through no fault of such Purchaser or its Representatives (with respect to information received in their capacity as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives such) or (iii) later acquired by such Purchaser or such Representatives from sources other than the Issuer or any of its Affiliates not known by such Purchaser or such Representatives, as applicable, to the extent it should be (A) required bound by Applicable Law, or any confidentiality obligation; provided that such Purchaser may disclose such information to any of its Representatives in connection with any legal or regulatory proceeding or (B) requested the transactions contemplated by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller this Agreement and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited Certificate of Designation so long as such Persons are informed by Applicable Law) notify the Administrator and the affected such Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. The obligation of each Purchaser to hold and to cause its Representatives to hold any such information in confidence shall agree be satisfied if such Purchaser exercises the same care with respect to comply such information as such Purchaser would take to preserve the confidentiality of its own similar information. If any Purchaser or any of its Representatives is requested to disclose any confidential information by judicial or administrative process or by other requirements of law or a national stock exchange, such Purchaser will promptly notify the Issuer of such request so that the Issuer may seek an appropriate protective order. Each Purchaser agrees that it will not, and will use its reasonable best efforts to cause its Representatives not to, use any confidential documents or information for any purpose other than monitoring and evaluating its investment in the Issuer and in connection with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under transactions contemplated by this Agreement and the transactions contemplated hereby; provided that Certificate of Designation. If this Agreement is terminated, each Purchaser will, and will use its reasonable best efforts to cause its Representatives to, destroy or deliver to the Administrator shall be provided a reasonable opportunity to review Issuer, upon request, all documents and other materials, and all copies thereof, obtained by such press release Purchaser or other public announcement prior to on its release and provide comment thereon; providedbehalf from the Issuer, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without the Representatives, in connection with this Agreement that are subject to such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)confidence.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Agent Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each of the Seller The Facility Agent and the Servicer each Lender, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to that any Personinformation about the Borrower or its Affiliates or the Obligors, the terms of Contract Payments, the Related Security or otherwise obtained by the Facility Agent or such Lender pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Facility Agent hereunder may in all cases be distributed by the Facility Agent to the Lenders) except that the Facility Agent or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it such Lender may disclose such information (i) to its Advisors affiliates, officers, directors, employees, agents, counsel, accountants, auditors, advisors or representatives (it being understood that the Persons to whom such disclosure is made pursuant to this clause (i) will be informed of the confidential nature of such information and Representativesinstructed to keep such information confidential), (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerFacility Agent or such Lender, the Servicer or their Advisors and Representatives or (iii) to the extent it such information was available to the Facility Agent or such Lender on a non-confidential basis prior to its disclosure to the Facility Agent or such Lender hereunder, (iv) with the written consent of TPVG, (v) subject to an agreement containing provisions substantially similar to those in this Section, to the extent permitted by Article XVI, (vi) to the extent the Facility Agent or such Lender should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority Official Body to disclose such information, (vii) for the purposes of establishing a “due diligence” defense, (viii) in the case of any Lender that is a Structured Lender, to rating agencies, placement agents and providers of liquidity and credit support who agree to hold such information in confidence or (ix) at any time which is 18 months after the termination of this Agreement; providedprovided that in the case of clause (vi) above, thatthe Facility Agent or such Lender, as applicable, will use all reasonable efforts to maintain confidentiality and, in the case of clause (iiivi)(A) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Lawlaw) notify the Administrator and the affected Purchaser or Purchaser Agent TPVG of its intention to make any such disclosure prior to making any such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each of The Rights Agent agrees with Parent that during the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms term of this Agreement or and for three (3) years after the Termination Date, the Rights Agent will not disclose any Purchaser Group Fee Letter of the information contained in the Update Reports (including the “Confidential Information”) to any fees payable other Person and shall use the Confidential Information only as required in connection with the performance of its obligations under this Agreement and the enforcement of its rights under this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such the Confidential Information will not include any information (i) to its Advisors and Representatives, (ii) to the extent such information has become that is or becomes generally available to the public other than as a result of a disclosure by (directly or through the Seller, the Servicer or their Advisors and Representatives or (iiiindirectly) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section 4.8 by the Rights Agent or its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release attorneys or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereonagents; provided, further, that no such press release shall name nothing in this Section 4.8 will restrict the Rights Agent from (i) using Confidential Information, or otherwise identify disclosing Confidential Information to any Holder, to the Administratorextent reasonably necessary in connection with enforcing the Rights Agent’s rights or the Holders’ rights, or defending any Purchaser, any Purchaser claims against the Rights Agent or any Holder, arising from, pertaining to or relating to the Merger Agreement, this Agreement, any letter of their respective Affiliates without transmittal delivered by or on behalf of Parent (including by the Paying Agent) pursuant to Section 2.3(c) of the Merger Agreement, or any certificate or document delivered pursuant to any of the foregoing, (ii) disclosing Confidential Information if required by any court order or applicable law so long as the Rights Agent, to the extent permitted by law, provides Parent with prompt notice of such Personrequirements prior to making any disclosure so that Parent may seek an appropriate protective order, provided, that the Rights Agent shall disclose only that portion of the Confidential Information that the Rights Agent’s prior written consent (such consent not counsel advises is legally required to be unreasonably withhelddisclosed and, conditioned if requested by Parent, the Rights Agent shall cooperate with Parent, at Parent’s expense, to obtain an appropriate protective order or delayed)other reliable assurance that confidential treatment will be accorded the Confidential Information disclosed by the Rights Agent or (iii) disclosing Confidential Information to the Rights Agent’s attorneys or agents, on a need to know basis, provided that such agents shall have agreed in advance of such disclosure to be bound by confidentiality obligations no less restrictive than those set forth in this Section 4.8.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. In connection with any purchase of an interest or a Participation related to the above-referenced Loan Agreement or of becoming a Lender hereunder (athe "Transaction"), NCT Funding and CFUSA recognizes that a purchaser of a Participation or a Lender will need certain confidential information relating to NCT Funding and CFUSA (such information, including information obtained through inspection of NCT Funding or CFUSA pursuant to Section 5.08 of this Agreement, "Information") Each including Information relating to CFUSA's equipment lease programs that has not been disclosed to the public. Because the use or disclosure of such Information would be damaging to NCT Funding or CFUSA, each of NCT Funding and CFUSA are willing to supply such Information to a prospective purchaser of a Participation or a prospective Lender only if the prospective purchaser of a Participation or a prospective Lender agrees to the conditions set forth below. The term "Information" shall not include, and the following conditions shall not apply to, information that (i) is published or part of the Seller public knowledge prior to its receipt by such prospective purchaser of a Participation or a prospective Lender from the Agent, NCT Funding or CFUSA, (ii) becomes published or part of the public knowledge after its receipt by such prospective purchaser of a Participation or prospective Lender from the Agent, NCT Funding or CFUSA, (iii) was known to such prospective purchaser of a Participation or prospective Lender prior to its receipt by such prospective purchaser of a Participation or prospective Lender from the Agent, NCT Funding or CFUSA, or (iv) is acquired by such prospective purchaser of a Participation or prospective Lender from someone other than the Agent, NCT Funding or CFUSA or a representative thereof, provided that such representative has a right to convey the information without restriction. Accordingly, in consideration of the foregoing, any prospective purchaser of a Participation or prospective Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) that (A) the Servicer covenants and agrees to hold in confidence, and Information will not disclose to any Person, the terms be used by such prospective purchaser of this Agreement a Participation or any Purchaser Group Fee Letter (including any fees payable prospective Lender except in connection with this Agreementthe proposed Transaction mentioned above and (B) such prospective purchaser of a Participation or prospective Lender shall use reasonable precautions, in accordance with its respective customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep the Information confidential, provided that nothing herein shall limit the disclosure of any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representativesthe extent required by statute, rule, regulation or judicial process, (ii) to the extent such information has become available to the public other than as a result prospective purchaser of a disclosure by Participation or through prospective Lender's counsel or to counsel for any of the SellerLenders or the Agent, the Servicer or their Advisors and Representatives or (iii) to bank examiners, auditors or accountants, (iv) to the extent it should be Agent or any other Lender, (Av) required by Applicable Law, or in connection with any legal litigation to which you or regulatory proceeding any one or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each more of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it Lenders is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereonparty; provided, further, that no that, unless specifically prohibited by applicable law or court order, such press release shall name prospective purchaser of a Participation or otherwise identify the Administratorprospective Lender agrees, any Purchaser, any Purchaser Agent or prior to disclosure of any of their respective Affiliates without the Information, to notify the Trust Depositor or the Agent, as applicable, of any request for disclosure of any such Person’s prior written consent information, (x) by any governmental agency or representative thereof (other than any such consent not request in connection with an examination of your financial condition by such governmental agency) or (y) pursuant to be unreasonably withheld, conditioned or delayed)legal process.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Agent Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors Advisors, Representatives, the Initial Investors and Representativesthe Permitted Holders, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent, each Group Agent and each Purchaser Agent Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section 14.06 by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this SectionSection 14.06. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each of the Seller The Administrative Agent and the Servicer each Lender, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to that any Personinformation about the Borrower or its Affiliates or the Obligors, the terms of Contract Payments, the Related Security or otherwise obtained by the Administrative Agent or such Lender pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Administrative Agent hereunder may in all cases be distributed by the Administrative Agent to the Lenders) except that the Administrative Agent or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it such Lender may disclose such information (i) to its Advisors affiliates, officers, directors, employees, agents, counsel, accountants, auditors, advisors or representatives (it being understood that the Persons to whom such disclosure is made pursuant to this clause (i) will be informed of the confidential nature of such information and Representativesinstructed to keep such information confidential), (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerAdministrative Agent or such Lender, the Servicer or their Advisors and Representatives or (iii) to the extent it such information was available to the Administrative Agent or such Lender on a non-confidential basis prior to its disclosure to the Administrative Agent or such Lender hereunder, (iv) with the written consent of TPVG, (v) subject to an agreement containing provisions substantially similar to those in this Section, to the extent permitted by Article XVI, (vi) to the extent the Administrative Agent or such Lender should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority Official Body to disclose such information, (vii) for the purposes of establishing a “due diligence” defense, (viii) in the case of any Lender that is a Structured Lender, to rating agencies, placement agents and providers of liquidity and credit support who agree to hold such information in confidence or (ix) at any time which is 18 months after the termination of this Agreement; providedprovided that in the case of clause (vi) above, thatthe Administrative Agent or such Lender, as applicable, will use all reasonable efforts to maintain confidentiality and, in the case of clause (iiivi)(A) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Lawlaw) notify the Administrator and the affected Purchaser or Purchaser Agent TPVG of its intention to make any such disclosure prior to making any such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Confidentiality. The Agent and the Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrowers and their Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) Each to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Seller Lender Group, (b) to Subsidiaries and Affiliates of any member of the Servicer covenants and agrees Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to hold in confidence, and not disclose receive such information hereunder subject to any Person, the terms of this Agreement Section 17.8, (c) as may be required by statute, decision, or any Purchaser Group Fee Letter judicial or administrative order, rule, or regulation, (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except d) as the Administrator and each Purchaser Agent may have consented be agreed to in writing prior advance by Administrative Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any proposed disclosure; providedsubpoena or other legal process, however, that it may disclose (e) as to any such information (i) to its Advisors and Representatives, (ii) to the extent such information has become that is or becomes generally available to the public (other than as a result of a prohibited disclosure by Agent or through the SellerLenders), the Servicer or their Advisors and Representatives or (iiif) to the extent it should be (A) required by Applicable Law, or in connection with any legal assignment, prospective assignment, sale, prospective sale, participation or regulatory proceeding prospective participations, or (B) requested by pledge or prospective pledge of any Governmental Authority to disclose such information; providedLender's interest under this Agreement, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make provided that any such disclosure prior assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to making receive such disclosureinformation hereunder subject to the terms of this Section, and (g) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents. Each of the Seller and the Servicer agrees to be responsible for any breach The provisions of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it 17.8 shall survive for 2 years after the payment in full of the confidential nature of such information and shall agree Obligations. Anything contained herein or in any other Loan Document to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Sellercontrary notwithstanding, the Servicer obligations of confidentiality contained herein and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and therein, as they relate to the transactions contemplated hereby; provided that , shall not apply to the Administrator federal tax structure or federal tax treatment of such transactions, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all Persons, without limitation of any kind, the federal tax structure and federal tax treatment of such transactions (including all written materials related to such tax structure and tax treatment). The preceding sentence is intended to cause the transactions contemplated hereby to not be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the IRC, and shall be provided construed in a reasonable opportunity manner consistent with such purpose. In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent tax structure of the transactions contemplated hereby or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned tax matter or delayed)tax idea related thereto.

Confidentiality. (a) Each of the Seller Administrative Agent, the Collateral Agent, the Lenders, the Joint Lead Arrangers and the Servicer covenants and Issuing Banks agrees to hold in confidence, and not disclose to any Person, maintain the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity confidentiality of the Administrator or any Purchaser or Purchaser AgentInformation (as defined below), except as the Administrator and each Purchaser Agent that Information may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information be disclosed (i) to its Advisors Affiliates and Representativesto its Related Parties (it being understood (A) that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential to the same extent as provided in this paragraph (b) and (B) it will be responsible for any breach of the terms of this paragraph by the Persons to whom it disclosed any Information pursuant to this clause (i) other than any Person who has agreed in writing with the applicable Borrower to separately maintain the confidentiality of such Information) on a confidential and need-to-know basis, (ii) to the extent such information has become available requested by any regulatory authority with competent jurisdiction over it or its Affiliates (including any self-regulatory authority), (iii) to the public extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that, except in the case of any ordinary course examination by a regulatory, self-regulatory or governmental agency, it will use its commercially reasonable efforts to notify the applicable Borrower of any such disclosure prior to making such disclosure to the extent permitted by applicable law, rule or regulation), (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document to which the applicable Borrower or any other member of its Obligor Group is a party or any action or proceeding relating to this Agreement or any other Loan Document to which the applicable Borrower or any other member of its Obligor Group is a party or the enforcement of rights against the applicable Borrower hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (w) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement; provided that, such Person would be permitted to be an assignee or participant pursuant to the terms hereof and such Person is not a Disqualified Lender, (x) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the applicable Borrower and their respective obligations, (y) any rating agency in connection with rating the applicable Borrower or its Subsidiaries or the Loans made to such Borrower or credit insurance provider with respect to such Borrower or (z) the CUSIP Service Bureau or any similar organization, (vii) with the consent of the Borrowers or (viii) to the extent such Information (x) becomes publicly available other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of or (y) becomes available to the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any PurchaserLender, any Purchaser Agent Issuing Bank or any of their respective Affiliates without such on a nonconfidential basis from a source other than any Borrower or their respective Affiliates and is not actually known by it to be in breach of any other Person’s prior written consent (such consent not confidentiality obligations to be unreasonably withheld, conditioned or delayed).the applicable Borrower. 158

Confidentiality. (a) Each In the event that the Borrower provides to the Agent or the Lenders written non-public information belonging to the Borrower, the Agent and the Lenders shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain, (ii) hereafter become part of the public domain without the Agent or the Lenders breaching their obligation of confidence to hold in confidencethe Borrower, and not disclose (iii) are previously known by the Agent or the Lenders from some source other than the Borrower, (iv) are hereafter developed by the Agent or the Lenders without using the Borrower's information, (v) are hereafter obtained by or available to the Agent or the Lenders from a third party who owes no obligation of confidence to the Borrower with respect to such information or through any other means other than through disclosure by the Borrower, (vi) are disclosed with the Borrower's consent, (vii) must be disclosed either pursuant to any PersonGovernmental Requirement, including compliance under any Environmental Laws, or to Persons regulating the activities of the Agent or the Lenders, or (viii) as may be required by law or regulation or order of any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, the terms of Agent or a Lender may disclose any such information to any other Lender, any independent petroleum engineers or consultants, any independent certified public accountants, any legal counsel employed by such Person in connection with this Agreement or any Purchaser Group Fee Letter Security Instrument, including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any assignee or participant (including any fees payable prospective assignees and participants) in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureLoans; provided, however, that it may disclose the Agent or the Lenders shall receive a confidentiality agreement from the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed such that said Person shall have the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon the Agent or the Lenders hereunder. Notwithstanding anything to the foregoingcontrary provided herein, this obligation of confidence shall cease three (3) years from the date the information was furnished, unless the Borrower requests in writing at least thirty (30) days prior to the expiration of such three year period, to maintain the confidentiality of such information for an additional three year period. The Borrower waives any and all other rights it is expressly agreed that each of may have to confidentiality as against the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Agent and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release Lenders arising by contract, agreement, statute or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)law except as expressly stated in this Section 12.15.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may may, with the prior written consent of the Administrative Agent and the Majority Group Agents (such consent not to be unreasonably withheld, conditioned or delayed), publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement and (ii) the Administrative Agent or any other Credit Party acknowledge that the Servicer in its capacity as an Originator will file copies of this Agreement, the Purchase and Sale Agreement and certain other Transaction Documents (other than Fee Letters) with the SEC.

Confidentiality. (a) Each In the event that the Company provides to a Holder written confidential information belonging to the Company, if the Company shall denominate such information in writing as "confidential", such Holder shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain, (ii) hereafter become part of the public domain without a Holder breaching its obligation of confidence to hold in confidencethe Company, and not disclose (iii) are previously known by a Holder from some source other than the Company, (iv) are hereafter developed by a Holder without using the Company's information, (v) are hereafter obtained by or available to a Holder from a third party who owes no obligation of confidence to the Company with respect to such information or through any other means other than through disclosure by the Company, (vi) are disclosed with the Company's consent, (vii) must be disclosed either pursuant to any PersonGovernmental Requirement or to Persons regulating the activities of a Holder, the terms or (viii) as may be required by law or regulation or order of this Agreement any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, a Holder may disclose any Purchaser Group Fee Letter (including such information to any fees payable independent consultants, any independent certified public accountants, any legal counsel employed by such Person in connection with this Agreement, any Purchaser Group Fee Letter including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any other Transaction Document or assignee (including prospective assignees) in the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureNotes; provided, however, that it may disclose such Holder shall receive a confidentiality agreement from the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed such that said Person shall have the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon such Holder hereunder. Notwithstanding anything to the foregoingcontrary provided herein, it is expressly agreed that each this obligation of confidence shall cease three (3) years from the Sellerdate the information was furnished, unless the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement Company requests in writing at least thirty (30) days prior to its release the expiration of such three year period, to maintain the confidentiality of such information for an additional three year period. The Company waives any and provide comment thereon; providedall other rights it may have to confidentiality as against a Holder arising by contract, furtheragreement, that no such press release shall name statute or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)law except as expressly stated in this Section 12.15.

Confidentiality. All material, non-public information regarding any of the Parents, You, and/or Your and their respective Subsidiaries, operations, assets, and existing and contemplated business plans, and/or all financial information (other than any such information contained in periodic reports filed by any of You or any of the Parents with the Securities and Exchange Commission) disclosed by any of You to Us shall be considered confidential for purposes of this Agreement. In handling any confidential information, We will exercise the same degree of care that We exercise for Our own proprietary information, but disclosure of information may be made (a) Each to Our Subsidiaries or Affiliates in connection with their business with any of You under the Seller and the Servicer covenants and agrees Loan Documents so long as such Affiliates shall have agreed to hold in confidence, and not disclose receive such information hereunder subject to any Person, the terms of this Agreement Section, (b) to prospective transferees or purchasers of any Purchaser Group Fee Letter interest in the Loans (including any fees payable in connection with this Agreementprovided, any Purchaser Group Fee Letter or any other Transaction Document or the identity however, We shall obtain such prospective transferee’s agreement of the Administrator or terms of this Section and any Purchaser or Purchaser Agentpurchaser shall be agreeing to assume the obligations hereunder and therefore agree to abide by the provisions hereof, including, without limitation, the provisions of this Section), except (c) as the Administrator and each Purchaser Agent may have consented to in writing prior We deem reasonably necessary or appropriate to any proposed disclosure; bank, financial institution or other similar entity, provided, however, that such bank, financial institution or other similar entity agrees in writing to maintain the confidentiality of such information pursuant to this Section, (d) as required by law, regulation, subpoena, or other order; provided that (i) prior to any disclosure under this clause (d), the disclosing party agrees to provide You with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to You pursuant to the terms of such law, regulation, subpoena or other order and (ii) any disclosure under this clause (d) shall be limited to the portion of the confidential information as may disclose be required by such law, regulation, subpoena or other order, (e) as required in connection with Our examination or audit so long as such examiners and auditors are informed of the confidential nature of such information (if) to its Advisors S&P, Xxxxx’x, Fitch and/or other ratings agency, as We deem necessary or appropriate, provided, however, that such financial institution or ratings agency shall be informed of the confidentiality of such and Representatives, (iig) to the extent such as We consider appropriate exercising remedies under this Agreement. Confidential information has become available to does not include information that either: (a) is in the public domain or in Our possession when disclosed to Us, or becomes part of the public domain after disclosure to Us (other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives Us); or (iiib) is disclosed to Us by a third party, if We do not know (after reasonable inquiry) that the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such third party is prohibited from disclosing the information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoingabove, it is expressly agreed that each of You hereby consents to the Selleruse by Us of the company name and logo of any of You for advertising, promotional and marketing purposes only. Such use may reference the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce type of credit facility but will not indicate the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates credit facility without such Person’s Your prior written consent (such consent not to be unreasonably withheldapproval and will consist only of deal terms and other information customarily found in publications, conditioned or delayed)tombstones, and advertising materials.

Confidentiality. Each Agent and Lender shall hold all non-public information regarding Holdings and its Affiliates and their businesses obtained by such Lender or Agent confidential and shall not disclose information of such nature, it being understood and agreed by Company that, in any event, a Lender or Agent may make (a) Each disclosures of the Seller such information to Affiliates of such Lender or Agent and the Servicer covenants to their agents, auditors, attorneys and agrees advisors (and to hold in confidenceother persons authorized by a Lender or Agent to organize, and not disclose to any Person, the terms of this Agreement present or any Purchaser Group Fee Letter (including any fees payable disseminate such information in connection with disclosures otherwise made in accordance with this AgreementSection 9.17) provided that such Persons are informed of the confidential nature of the information and agree to keep, or with respect to the Collateral Agent and Paying Agent will be instructed to keep, such information confidential, provided, further that no disclosure shall be made to any Person that is a Direct Competitor or, with respect to the Collateral Agent and Paying Agent only, any Purchaser Group Fee Letter Person that the Collateral Agent and/or Paying Agent has actual knowledge is a Direct Competitor, (b) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Revolving Loans or any other Transaction Document or the identity participations therein, provided that such Persons are informed of the Administrator or any Purchaser or Purchaser Agent)confidential nature of the information and agree to keep such information confidential pursuant to a non-disclosure agreement, except as the Administrator and each Purchaser Agent may have consented to in writing prior (c) disclosure to any proposed disclosurerating agency when required by it provided that such Persons are informed of the confidential nature of the information and agree to keep, or with respect to the Collateral Agent and Paying Agent will be instructed to keep, such information confidential, (d) disclosures required by any applicable statute, law, rule or regulation or requested by any Governmental Authority or representative thereof or by any regulatory body or by the NAIC or pursuant to legal or judicial process or other legal proceeding; provided, howeverthat unless specifically prohibited by applicable law or court order, that it may disclose each Lender or Agent shall make reasonable efforts to notify Company of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender or Agent by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information, and (e) any other disclosure authorized by the Company in writing in advance. Notwithstanding the foregoing, (i) the foregoing shall not be construed to its Advisors and Representatives, (ii) to prohibit the extent such disclosure of any information has become available to that is or becomes publicly known or information obtained by a Lender or Agent from sources other than the public Company other than as a result of a disclosure by an Agent or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or Lender in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach violation of this Section by 9.17, and (ii) on or after the Closing Date, the Administrative Agent may, at its Representatives own expense issue news releases and Advisors publish “tombstone” advertisements and agrees that its Representatives other announcements generally describing this transaction in newspapers, trade journals and Advisors will be advised by it other appropriate media (which may include use of the confidential nature logos of such information Company or Holdings) (collectively, “Trade Announcements”). Company shall not issue, and shall agree cause Holdings not to comply with this Section. Notwithstanding issue, any Trade Announcement using the foregoingname of any Agent or Lender, it is expressly agreed that each of the Seller, the Servicer and or their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under referring to this Agreement and or the other Credit Documents, or the transactions contemplated hereby; provided that thereunder except (x) disclosures required by applicable law, regulation, legal process or the Administrator shall be provided a reasonable opportunity to review such press release rules of the Securities and Exchange Commission or other public announcement (y) with the prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser approval of Administrative Agent or any of their respective Affiliates without such Person’s prior written consent (such consent approval not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each of the Seller and the Servicer covenants and The Collateral Agent agrees to hold in confidence, take normal and not disclose reasonable precautions and exercise due care to maintain the confidentiality of all non-public information provided to it by the Company or by any Person, other party on the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable Company's behalf in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document Security Agreement or the identity other Credit Documents and agrees and undertakes that neither it nor any of its Affiliates shall disclose any such information for any purpose or in any manner other than pursuant to the Administrator terms contemplated by this Security Agreement or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser other Credit Documents. The Collateral Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i1) to its Advisors and Representativesany Secured Party, (ii2) at the request of any regulatory authority or in connection with an examination of the Collateral Agent or any of its Affiliates by any such authority, (3) pursuant to subpoena or other court process, (4) when required to do so in accordance with the provisions of any applicable law, (5) at the express direction of any other governmental authority of any State of the United States of America or of any other jurisdiction in which the Collateral Agent or any of its Affiliates conducts its business, (6) to the extent Collateral Agent's or any of its Affiliates' independent auditors, attorneys and other professional advisors, (7) if such information has become available to the public other than as a result of a through disclosure by the Collateral Agent or through the Sellerany of its Affiliates or any Lender, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or 8) in connection with any legal litigation involving the Collateral Agent or regulatory proceeding any of its Affiliates. The Collateral Agent shall give the Company prior written notice of any disclosure pursuant to clause (2), (3), (4) or (B5) requested of the preceding sentence unless the Collateral Agent is prohibited from doing so by any Governmental Authority to disclose the party requesting such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it the Company authorizes the Collateral Agent to disclose to any lending institution proposed by the Company to become a Lender under the Credit Agreement or any prospective or actual Participants such financial and other information in its possession (i) which has been delivered to the Collateral Agent pursuant to the Credit Documents or which has been delivered to the Collateral Agent by the Company prior to entering into the Credit Documents or (ii) which is expressly agreed that each reasonably necessary to effectuate the purposes of the SellerCredit Agreement and this Security Agreement, provided that unless otherwise agreed by the Servicer and their respective Affiliates may publish a press release Company, such lending institution or otherwise publicly announce Participant shall agree in writing to keep such information confidential to the existence and principal amount same extent required of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Collateral Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)hereunder.

Confidentiality. In the course of its services under this Agreement, the Solicitation Agent will have access to Confidential Information (aas defined below) Each concerning Issuer. The Solicitation Agent agrees that all Confidential Information will be treated by the Solicitation Agent as confidential in all respects. The Solicitation Agent hereby agrees that it and its employees, dealers, affiliates and representatives shall: (i) use the Confidential Information solely for the purposes of its engagement hereunder; and (ii) not disclose any Confidential Information to any other party except to those Solicitation Agent representatives who need to know such information for the purposes of the Seller Solicitation Agent’s engagement hereunder and who have been advised of such confidentiality restrictions. The term “Confidential Information” shall mean all information, whether written or oral, which is or has been disclosed by Issuer, agents or representatives to the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement Solicitation Agent or any Purchaser Group Fee Letter (including any fees payable of its representatives in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Offering and the transactions contemplated hereby, which is not in the public domain, but shall not include: (i) information which is publicly disclosed other than by or at the direction of the Solicitation Agent in violation of this Agreement; (ii) information which is obtained by the Solicitation Agent from a third party that (x) has not violated, or obtained such information in violation of, any obligation to Issuer with respect to such information, and (y) does not require the Solicitation Agent to refrain from disclosing such information; and (iii) information which is required to be disclosed by the Solicitation Agent or its outside counsel under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order of any court or governmental or regulatory body to whose supervisory authority the Solicitation Agent is subject; provided that that, in such circumstance, the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Solicitation Agent or any of their respective Affiliates without such Person’s will give Issuer prior written consent (notice within one day of Solicitation Agent’s knowledge or determination of such consent not requirement of disclosure and cooperate with Issuer to be unreasonably withheldminimize the scope of any such disclosure. The Solicitation Agent’s obligation under this section shall continue after the date of expiration, conditioned termination or delayed)completion of this Agreement or the Solicitation Agent’s engagement hereunder.

Confidentiality. (a) Each of The parties agree that, notwithstanding any provision contained in this Lease, neither party, nor its respective agents, representatives, employees, partners, members, officers or directors will disclose the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the economic terms of this Agreement Lease or any Purchaser Group Fee Letter Proprietary Information unless prior consent to such disclosure is obtained from the other party, which consent may be withheld at either party’s sole discretion. Each party shall hold in strict confidence and shall disclose Proprietary Information, without the other party’s consent being required, only to Lessor’s or Lessee’s employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders (including any fees payable participants in any loan, any trustee in any securitization of any loan, or any statistical rating agency assigning a rating to the securities issued by the trust in such securitization), potential lenders, purchasers, potential purchasers and service providers who have a reason to know such Proprietary Information in order to assist or complete a transaction with Lessor or Lessee, as the case may be, provided that Lessor and Lessee shall remain liable for any breach of the provisions of this Section 18.05 by any of the parties for whom it is responsible. Neither Lessor nor Lessee nor any of their respective employees, agents, attorneys, accountants, consultants, investors, potential investors, lenders or service providers shall disclose Proprietary Information to any other person or entity except in connection with this Agreementany tax, regulatory or loan securitization obligations or use Proprietary Information for its or their benefit or for any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to purpose not expressly agreed upon in writing prior by the party originating the Proprietary Information. The obligation hereunder to maintain the confidentiality of Proprietary Information and to refrain from use of Proprietary Information for any purposes not agreed upon shall not expire. The foregoing restriction on the dissemination of Proprietary Information shall not apply to any proposed disclosure; provided, however, that it may disclose such information Proprietary Information which (i) is disclosed in a printed publication available to its Advisors and Representativesthe public or is otherwise in the public domain through no act of the party to whom the Proprietary Information has been provided, (ii) is approved for release by written authorization of an officer of the party to whom the extent such information has become available to the public other than as a result of a disclosure by or through the SellerProprietary Information belongs, the Servicer or their Advisors and Representatives or (iii) is required to be disclosed by proper order of a court of competent jurisdiction after adequate notice to the extent it should be (A) required by Applicable Law, or party to whom the Proprietary Information belongs in connection with any legal or regulatory proceeding order to allow that party to seek a protective order therefor or (Biv) requested by is required under any Governmental Authority to disclose such information; providedLegal Requirement (including, thatwithout limitation, in under the case of clause (iii) above, Securities Act or the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedExchange Act).

Confidentiality. (a) Each The Borrower agrees that it shall (i) keep this Agreement, the Control Agreement, the Fee Letter, the Letter Agreement, the proposal relating to the structure of the Seller and facility contemplated by this Agreement, (the Servicer covenants and agrees to hold in confidence"Facility"), and not disclose to any Personanalyses, computer models, information or document prepared by the terms of this Agreement Program Agent or any Purchaser Group Fee Letter (including any fees payable of its Affiliates in connection with this Agreementthe Facility, any Purchaser Group Fee Letter the Program Agent's or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) Affiliate's written reports to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Adviser or any of their respective Affiliates without and any related written information (collectively, the "Product Information") confidential and to disclose Product Information only to those of its officers, employees, agents, accountants, regulators, financial advisors, trustees, directors, legal counsel and other representatives (collectively, the "Borrower Representatives") who may have a need to know or review such Person’s prior written consent Product Information for the purpose of assisting in the negotiation, evaluation, completion and administration of the Facility; (such consent ii) use the Product Information only in connection with the Facility and not for any other purpose; and (iii) cause the Borrower Representatives to comply with the provisions of this Section 9.09 and to be unreasonably withheldresponsible for any failure of any Borrower Representative to so comply. The Borrower shall not disclose Product Information to any third-party for the purpose of enabling such third-party to provide senior debt to the Borrower. The provisions of this Section 9.09(a) shall not apply to any Product Information that is a matter of general public knowledge or that has heretofore been made available to the public by any Person other than the Borrower, conditioned the Adviser, any of their respective Affiliates or delayedany Borrower Representative or that is required to be disclosed by applicable law or regulation or is requested by any Authority with jurisdiction over the Borrower, the Adviser, any Borrower Representative or any of their respective Affiliates, it being understood that any such disclosure or filing shall not relieve the Borrower, the Adviser, any of their respective Affiliates or any Borrower Representative of any of its obligations under this Section 9.09(a). Each of the Borrower and the Adviser agree that if any Product Information is required by applicable law or regulation to be included by it in any filing with the SEC or any other Authority it shall, in consultation with the Program Agent, use its reasonable best efforts to "black-out" all information which is not necessary under applicable law or regulation to be included in such filing which the Program Agent deems is of a sensitive nature and in no event shall the Fee letter or the Investor Report be disclosed in any such filing.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, either (i) the terms of this Agreement Fee Letter or any Purchaser Group Fee Letter of the contents thereof or (including ii) any fees fees, interest, costs or expenses paid or payable in connection with this Agreement, any Purchaser Group Fee Letter Agreement or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent)Document, except as the Administrator Administrative Agent and each Purchaser Agent Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives or (iii) to the extent it or its Affiliates should be (A) required by Applicable Law, the rules of any securities exchange, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce announce, including by filing of this Agreement as an exhibit to registration statements and periodic reports filed with the SEC, the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that . Notwithstanding the Administrator shall be provided a reasonable opportunity foregoing, the Borrower consents to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser publication by the Administrative Agent or any other Credit Party of their respective Affiliates without such Person’s prior written consent (such consent not a tombstone or similar advertising material relating to be unreasonably withheld, conditioned or delayed)the financing transactions contemplated by this Agreement.

Confidentiality. The Subscriber acknowledges that this Subscription Agreement, the Memorandum, the other Operative Documents and other information relating to the Fund (the “Confidential Information”) have been and will be submitted to the Subscriber on a confidential basis for use solely in connection with the Subscriber’s consideration of the purchase of Shares. In addition, Confidential Information includes non-public information regarding the Adviser, the Fund, their respective affiliates and any other investment vehicles whose investment adviser is the Adviser or an affiliate of the Adviser, as well as information regarding the investment portfolios or proposed investments of such entities, in each case that is provided to the Subscriber in connection with its investment in the Fund. Subscriber agrees to comply with all laws, including securities laws, concerning Confidential Information, and Subscriber agrees that it shall not trade in the securities of any issuer about which Subscriber receives material non-public information under this Subscription Agreement or in its capacity as a holder of Shares and shall refrain from such trading until any material non-public information no longer constitutes material non-public information. The Subscriber agrees that, without the prior written consent of the Fund (which consent may be withheld at the discretion of the Fund), the Subscriber shall not (a) Each of reproduce the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any PersonMemorandum, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter other Operative Documents or any other Transaction Document Confidential Information, in whole or in part, or (b) disclose the identity Memorandum, the other Operative Documents or any other Confidential Information to any person who is not an officer or employee of the Administrator Subscriber who is involved in its investments, or partner (general or limited) or affiliate of the Subscriber (it being understood and agreed that if the Subscriber is a pooled investment fund, it shall only be permitted to disclose the Memorandum, the other Operative Documents or other Confidential Information if the Subscriber has required its investors to enter into confidentiality undertakings no less onerous than the provisions of this Section 15 and the Subscriber remains liable for any Purchaser or Purchaser Agentbreach of this Section 15 by its investors), except as to the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information extent (i) to its Advisors and Representatives, (ii) to the extent such information has become available to is in the public domain (other than as a result of a disclosure by any action or through omission of the Seller, Subscriber or any person to whom the Servicer or their Advisors and Representatives Subscriber has disclosed such information) or (iiiii) to the extent it should be (A) such information is required by Applicable Lawapplicable law or regulation to be disclosed, in which case the Subscriber shall first notify the Fund of such requirement (unless such notification is prohibited by law) so that the Fund may pursue a protective order or other appropriate remedy or waive compliance with the terms of this Section 15, and if a protective order or other appropriate remedy is not obtained, or in connection if the Fund waives compliance with any legal or regulatory proceeding or (B) requested the terms of this Section 15, then the Subscriber shall disclose only that portion of Confidential Information that the Subscriber is advised by any Governmental Authority counsel is legally required to disclose such information; provided, that, in the case of clause (iii) above, the Seller be disclosed and the Servicer will shall use its commercially reasonable efforts to maintain protect the confidentiality and will (unless otherwise prohibited of such information disclosed, including by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any requesting that confidential treatment be accorded such disclosure prior to making such disclosureinformation. Each of the Seller and the Servicer The Subscriber further agrees to return the Memorandum, the other Operative Documents and other Confidential Information upon the Fund’s request therefor. The Subscriber acknowledges and agrees that monetary damages would not be responsible sufficient remedy for any breach of this Section 15 by its Representatives the Subscriber and Advisors and agrees that its Representatives and Advisors will be advised by it that, in addition to any other remedies available to the Fund in respect of the confidential nature of any such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Sellerbreach, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Fund shall be provided a reasonable opportunity entitled to review such press release specific performance and injunctive or other public announcement prior to its release and provide comment thereon; provided, further, that no equitable relief as a remedy for any such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)breach.

Confidentiality. (a) Each of To the Seller and the Servicer covenants and extent permitted by law, Institution agrees to hold treat in confidence, and not disclose to any Person, for a period of five (5) years from the terms date of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreementits disclosure, any Purchaser Group Fee Letter of NCI's or any other Transaction Document or NCI Collaborator’s written information about the identity of the Administrator or any Purchaser or Purchaser Agent), Formulary Agent(s) that is stamped "CONFIDENTIAL” (“Confidential Information”) except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such for information (i) that was previously known to its Advisors and Representatives, Institution or (ii) to the extent such information has become that is or becomes publicly available to the public other than as a result without breach of a disclosure this Agreement by or through the Seller, the Servicer or their Advisors and Representatives Institution or (iii) which is disclosed to the extent it should be Institution without a confidentiality obligation by a third party having a lawful right to do so or (Aiv) required is independently developed by Applicable LawInstitution’s personnel who have not had access to Confidential Information as demonstrated by competent written proof, or in connection with any legal or regulatory proceeding or (Bv) requested is required to be disclosed by any Governmental Authority law. Any oral disclosures to disclose such information; provided, that, in Institution will be identified as being Confidential Information by written notice delivered to Institution within thirty (30) days after the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each date of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionoral disclosure. Notwithstanding the foregoing, it is expressly agreed that each failure to xxxx the information as "CONFIDENTIAL" does not constitute a designation of non-confidentiality when the confidential nature would be reasonably recognized by the receiving Party from the subject matter or subject type of the Seller, the Servicer information disclosed and their respective Affiliates such information will be deemed confidential. Publications. Approved Investigator may publish a press release or otherwise publicly announce disclose the existence and principal amount results of the Commitments Study, however, NCI Collaborator will have forty-five (45) days to review proposed xxxxxxxxxxxxxx.xxx results and reports submissions and proposed manuscripts for publication, and ten (10) days to review proposed abstracts or presentations to assure that Confidential Information is protected, except when a shortened time period under court order or the Freedom of Information Act pertains. NCI Collaborator will have seven (7) days to review and approve the initial xxxxxxxxxxxxxx.xxx submission. NCI Collaborator may request in writing that a proposed publication be delayed for up to sixty (60) additional days as necessary to file, or request Approved Investigator, and/or Institution to file a patent application or other action to protect NCI Collaborator’s intellectual property interests. If Approved Investigator and/or Institution are unwilling to delay the publication or presentation, Approved Investigator/Institution will remove from the publication or presentation the information which NCI Collaborator has specified it reasonably believes would jeopardize its intellectual property interests. Manuscripts to be submitted for publication and proposed abstracts or presentations by Approved Investigators will be sent to NCI’s Regulatory Affairs Branch at NCI CTEP Publications for forwarding to NCI Collaborator for review as soon as they are received and in compliance with the timelines outlined above. In all oral presentations or written publications concerning the Study, Institution agrees to acknowledge NCI, the NCI Formulary program and NCI Collaborator’s contribution of the Formulary Agent(s) unless requested otherwise. Data. Institution and Approved Investigator agree that all results of the Study will be provided to the NCI for forwarding to or for access by NCI Collaborator including all public disclosures as described in Article 4. Further, Approved Investigator agrees to keep data and results generated under this Agreement confidential until published and agrees that NCI and NCI Collaborator will have the right to use any and all such data and results for any lawful purposes including regulatory filing and patent applications. Institution and Approved Investigator will provide any such data and results upon request. Institution and Approved Investigator further agree to make sure the informed consent form includes language providing the NCI and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity NCI Collaborator with access to review such press release or other public announcement prior to its release all data, including raw data and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)case report forms for regulatory purposes.

Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Preferred Stock holder or Representative by reason of this Agreement shall have access (awhether by access to documents or observer’s attendance of Board meetings) Each to any trade secrets or classified information of the Seller and Company (unless the Servicer covenants and holder or Representative agrees to hold execute an enforceable confidentiality agreement, in confidenceform acceptable to the Company). In the absence of such an executed confidentiality agreement, holder or Representative may be denied access to any confidential documents or information and/or a Representative may be excluded from the portion of Board meeting or committees thereof attended by such Representative during which such confidential information is discussed. In addition, the Company shall not be required to comply with any information or board observer rights of Section 3 (including, without limitation providing competitively or commercially sensitive information that could be used to the Company’s commercial or strategic disadvantage) in respect of any Preferred Stock holder whom the Company reasonably determines to be a competitor or an officer, employee, director or holder of more than ten percent (10%) of a competitor. Each Preferred Stock holder acknowledges that the information received by them pursuant to this Agreement may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any Personother person (other than its employees or agents having a need to know the contents of such information, and its attorneys, accountants and investment advisors who are subject to confidentiality obligations with respect to such information no less strict than the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable the Section 3.4), except in connection with the exercise of rights under this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or unless the identity of Company has made such information available to the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosurepublic generally; provided, however, that it a Preferred Stock holder may disclose such confidential information (i) to its Advisors and Representativesany prospective purchaser of any Preferred Stock from such holder, if such prospective purchaser agrees to be bound by provisions of this Section 3.4, (ii) to any partner, member, or stockholder of such holder in the extent ordinary course of business, provided that such holder informs such person that such information has become available is confidential and such person agrees in writing to maintain the public other than as a result confidentiality of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or such information; (iii) as may otherwise be required by law, provided that the holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent it should be (A) of any such required by Applicable Law, or in connection with any legal or regulatory proceeding disclosure; or (Biv) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) abovethe Series A-1 Representative, the Seller and the Servicer will use reasonable efforts to maintain any manager of ZBS Holdings, LLC, that executes a confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention agreement with respect to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information in a form reasonably satisfactory to the Company, which confidentiality agreement shall include, without limitation, a representation that such director or manager, as applicable, is not an officer, employee, director or holder of more than ten percent (10%) of any entity or person involved in the any business relating to immunotherapy for human disease; and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that in no such press release event shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Preferred Stock holder or any of their respective Affiliates without such Person’s prior written consent (such consent not Representative disclose confidential information to entity or person whom the Company reasonably determines to be unreasonably withhelda competitor or an officer, conditioned employee, director or delayed)holder of more than ten percent (10%) of a competitor.

Confidentiality. CES agrees to respect and protect the confidentiality of information pertaining to the Client. Client agrees to respect and protect the confidentiality of CES’ strategies to the fullest extent practicable. Client shall (1) limit access to and knowledge of CES’ advice, positions, trades and trading methods to those with a reasonable need to know, (2) prevent others under its control from knowingly duplicating in other accounts the positions and trades recommended to Client, and (3) shall not duplicate, reprint or resell any of the advice or the printed material provided to Client by CES except with CES’ advance written notice. Notwithstanding the foregoing, Client and CES acknowledge and agree that (a) Each of the Seller Client may provide such information to any wholly-owned Affiliate which owns or operates an ethanol production facility, for which Cargill and the Servicer covenants and agrees to hold Affiliate have entered into agreements similar in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) nature to the extent Goods and Services Agreements, provided that such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer Affiliate agrees to be responsible for any breach of this Section bound by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the terms hereof or otherwise agree to maintain the confidential nature of such information information, and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that Client may no longer provide such press release shall name information to the owner of such ethanol production facility after the owner is no longer wholly-owned by the Client, (b) Client may provide such information to the Financing Parties, to rating agencies, to Persons to which offering statements or other disclosure documents associated with the private or public offering of debt securities by or on behalf of Client are provided, to financial institutions and other Persons providing or expressing interest in providing debt financing or refinancing, lease financing and/or credit support in connection with the construction and operation of the Ethanol Facility, and to Persons that are potential equity participants or transferees or purchasers of the Ethanol Facility, provided that such Person executes a confidentiality agreement in substantially the form of Exhibit A to the Master Agreement in which such Person agrees (i) to be bound by the terms hereof or otherwise identify agree to maintain the Administratorconfidential nature of such information, any Purchaserand (ii) to use such information only for purposes of evaluating their investment or other involvement in the Ethanol Facility, any Purchaser Agent or any of their respective Affiliates without and (c) each Party may provide such Person’s prior written consent (such consent not information to be unreasonably withheld, conditioned or delayed)its board members and equity owners consistent with its internal governance practices.

Confidentiality. (a) Each Seller views all information of the Seller and the Servicer covenants and agrees provided or to hold be provided in confidencewriting to Purchaser, and not disclose to any Personincluding, without limitation, the financial terms of this Agreement and the Leaseback Lease, the marketing and timing for application and enrollment to the Schools, and Seller’s costs, profit and business plans for the Schools (the “Confidential Information”) to be confidential information. Information that becomes generally available to the public shall no longer be deemed Confidential Information. However, Seller shall be entitled to disclosure Confidential Information to third parties without being deemed to have waived its intention to maintain the confidentiality of that Confidential Information. Purchaser will not disclose the Confidential Information to third parties without prior written consent of Seller other than as required by law or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreementto Purchaser’s employees, any Purchaser Group Fee Letter or any other Transaction Document or affiliates, counsel, board members, contractors, lenders, agents and advisors and then subject to their agreement to maintain the identity confidentiality of the Administrator or any Purchaser or Purchaser Agent)that Confidential Information, except as the Administrator and each that Purchaser Agent may have consented shall be permitted to in writing prior to any proposed disclosure; provided, however, that it may disclose such information disclosure Confidential Information (i) to its Advisors the extent required by any governmental authorities; provided that Purchaser will give Seller prior notice of any disclosure requirements and Representativesafford Seller a reasonable opportunity to make (and will cooperate with Seller in making) an objection to such disclosure requirement, (ii) to the extent otherwise required by applicable laws or by any subpoena or similar legal process, (iii) in connection with any disclosure pursuant to an arbitration proceeding; provided that such information has become available disclosure will not constitute a waiver by Seller of the confidentiality obligations hereunder and the parties will cooperate to maintain the confidentiality of the Confidential Information during the arbitration proceeding, (iv) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to the public enforcement of its rights hereunder; provided that Purchaser will cooperate with Seller in any request by Seller to a court to maintain the confidentiality of the Confidential Information, and (v) to the extent such Confidential Information (X) becomes publicly available other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree 26, or (Y) becomes available to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates affiliate thereof on a non-confidential basis from a source other than Seller (unless such source is known to be under a confidentiality agreement with respect to such information). Purchaser shall not make press releases relating to the Schools or this transaction without such PersonSeller’s prior written consent (such which consent shall not to be unreasonably withheld, conditioned or delayed); Seller will be notified in writing at least three (3) days in advance of any press release approved by Seller being released by Purchaser.

Confidentiality. (a) Each By accepting delivery of this DIP Commitment Letter, each Debtor agrees that the Seller existence, contents and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee DIP Commitment Letter (including any fees payable the DIP Term Sheet) are confidential and are solely for its confidential use in connection with this Agreementthe Transactions and that, any Purchaser Group Fee Letter or any other Transaction Document or without the identity prior written consent of the Administrator DIP Commitment Parties, neither the existence, nor the terms and contents hereof and thereof shall be disclosed by it to any person or any Purchaser entity (whether legal or Purchaser Agentother entity), except as other than officers, directors, employees, agents, representatives, equity-holders, accountants, attorneys and other advisors of the Administrator Debtors, and each Purchaser Agent may have consented to then only on a confidential basis in writing prior to any proposed disclosure; providedconnection with the Transactions. Notwithstanding the foregoing, howeverfollowing the Debtors’ acceptance of the provisions hereof and its return of an executed counterpart of this DIP Commitment Letter, that it the Debtors may disclose such information (i) to its Advisors and Representatives, (ii) this DIP Commitment Letter solely to the extent such information has become available compelled in the Chapter 11 Cases or in any other judicial or administrative proceeding to which the Debtors are a party relating to the public other than as a result Debtors’ exercise of a disclosure by any rights or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such informationremedies hereunder; provided, that, in except to the case of clause (iii) aboveextent legally impermissible, the Seller Debtors shall (x) limit disclosure to the court filings relating to the relevant proceedings and (y) consult with the Servicer will use reasonable efforts DIP Commitment Parties (or counsel to maintain confidentiality and will (unless otherwise prohibited by Applicable Lawthe DIP Commitment Parties) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention prior to make making any such disclosure prior (or shall notify the DIP Commitment Parties thereof promptly upon being legally permitted to do so), and take such steps as are necessary or desirable to preserve the confidentiality of any information or materials disclosed in connection therewith (including making any redactions and taking such disclosureother actions as may be requested by the Required DIP Commitment Parties. Each of the Seller and the Servicer agrees Subject to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoingapplicable legal requirements), it is expressly being understood and agreed that nothing herein shall permit any disclosure in the context of any marketing or press materials or other form of general public release, each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator which shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify permitted only with the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s Required DIP Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent.

Confidentiality. Each of the Agent and the Lenders agrees to maintain the confidentiality of the Borrower Information (as defined below), and agrees that it shall only use such Borrower Information in connection with the transactions contemplated by this Agreement and not disclose such information other than (a) Each to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the Seller confidential nature of such Information and instructed to keep such Information confidential); (b) to the Servicer covenants and agrees extent required or requested by any regulatory authority purporting to hold in confidence, and not disclose to any Person, the terms of this Agreement have jurisdiction over such Person or any Purchaser Group Fee Letter its Related Parties (including any fees payable self-regulatory authority, such as the National Association of Insurance Commissioners) (in connection with this Agreementwhich case the Agent and the Lenders agree to the extent not prohibited by applicable law, any Purchaser Group Fee Letter rule, regulation or any other Transaction Document or order, to inform the identity Borrower promptly of the Administrator or any Purchaser or Purchaser Agent)disclosure thereof and to the extent practicable, except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosurethereto; provided, however, that it may disclose the disclosing party shall have no liability for the failure to provide such information notice); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Agent and the Lenders agree to the extent not prohibited by applicable law, rule, regulation or order, to inform the Borrower promptly of the disclosure thereof and to the extent practicable, prior thereto); (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement for the benefit of the Borrower containing provisions substantially the same as those of this Section, to (i) to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its Advisors rights and Representativesobligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder or to any credit insurance provider relating to the Borrower and its obligations; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or this Agreement or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement; (h) with the written consent of the Borrower; or (i) to the extent such information has become Information (x) becomes publicly available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of Section, or (y) becomes available to the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the AdministratorAgent, any Purchaser, any Purchaser Agent Lender or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)on a nonconfidential basis from a source other than the Borrower.

Confidentiality. (a) Each In the event that the Company provides to a Holder written confidential information belonging to the Company, if the Company shall denominate such information in writing as "confidential", such Holder shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain, (ii) hereafter become part of the public domain without a Holder breaching its obligation of confidence to hold in confidencethe Company, and not disclose (iii) are previously known by a Holder from some source other than the Company, (iv) are hereafter developed by a Holder without using the Company's information, (v) are hereafter obtained by or available to a Holder from a third party who owes no obligation of confidence to the Company with respect to such information or through any other means other than through disclosure by the Company, (vi) are disclosed with the Company's consent, (vii) must be disclosed either pursuant to any PersonGovernmental Requirement or to Persons regulating the activities of a Holder, the terms or (viii) as may be required by law or regulation or order of this Agreement any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, a Holder may disclose any Purchaser Group Fee Letter (including such information to any fees payable independent consultants, any independent certified public accountants, any legal counsel employed by such Person in connection with this Agreement, any Purchaser Group Fee Letter including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any other Transaction Document or assignee (including prospective assignees) in the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureSeries A-1 Preferred Stock; provided, however, that it may disclose such Holder shall receive a confidentiality agreement from the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed such that said Person shall have the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon such Holder hereunder. Notwithstanding anything to the foregoingcontrary provided herein, it is expressly agreed that each this obligation of confidence shall cease three (3) years from the Sellerdate the information was furnished, unless the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement Company requests in writing at least thirty (30) days prior to its release the expiration of such three year period, to maintain the confidentiality of such information for an additional three year period. The Company waives any and provide comment thereon; providedall other rights it may have to confidentiality as against a Holder arising by contract, furtheragreement, that no such press release shall name statute or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)law except as expressly stated in this Section 8.13.

Confidentiality. (a) Each 9.1.1 Except as expressly set forth herein, neither the HOF Entities nor the Company shall, and each Party shall cause its Affiliates and the directors, officers, managers, employees, representatives, advisors and agents of such Party or any of its Affiliates not to, without the written consent of the Seller other Parties, make any announcement or other public disclosure, or private disclosure to any Person other than the disclosing Party’s directors, officers, managers, employees, representatives, advisors or agents (each of whom shall be advised of, and caused to comply with, the restrictions of this Section 9.1 by the disclosing Party), relating to the matters contemplated herein, unless otherwise required by Law or applicable stock exchange rule. If any Party determines that it is required to make such an announcement or disclosure required by Law or applicable stock exchange rule, it shall consult with the other Parties in advance, to the extent reasonably practicable or permissible by Law. Notwithstanding any provision herein to the contrary, each Party (and its Affiliates and the Servicer covenants directors, officers, managers, employees, representatives, advisors and agrees to hold in confidenceagents of such Party or any of its Affiliates) may make any announcement or other public disclosure, and not disclose or private disclosure to any Person, of (a) the terms existence of a definitive agreement between the Parties with respect to the naming rights and sponsorship of the Village, (b) the approximate aggregate fees contemplated to be paid in connection therewith, (c) the duration of the contemplated term of this Agreement or any Purchaser Group Fee Letter and (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any d) such other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except terms as the Administrator and each Purchaser Agent may have consented to Parties shall agree in writing prior to any proposed disclosure; providedmay be so announced or disclosed, however, that it in each case consistent with the terms set forth in this Agreement or as the Parties may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Sellerotherwise agree. In addition, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable LawParties may disclose, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; providedwithout restriction, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and information concerning the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity hereby to review such press release or other public announcement prior to its release their respective lenders, investors and provide comment thereon; providedprospective investors under confidentiality obligations, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or accountants and legal counsel and representatives of any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned the foregoing. The Parties acknowledge and agree that nothing in this Section 9.1 shall prohibit or delayed)preclude a Party from complying with its obligations under applicable Law.

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and The parties shall not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureparty other than those deemed necessary to consummate the transactions contemplated herein, including without limitation, consultants, brokers, title agents, surveyors, lenders and auditors. All due diligence material provided to or obtained by Purchaser that is related to the Property (“Due Diligence Material”) which is not published as public knowledge or which is not generally available in the public domain shall be kept in strict confidence by Purchaser and shall not be disclosed to any individual or entity other than to those authorized representatives of Purchaser who need to know the information for the purpose of assisting Purchaser in evaluating the Property for Purchaser’s potential acquisition thereof; provided, provided however, that it may Purchaser shall have the right to disclose any such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) if required by Applicable Lawapplicable law, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or as may be necessary in connection with any legal court action or regulatory proceeding or (B) requested by any Governmental Authority with respect to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this SectionAgreement. Notwithstanding the foregoing, it Purchaser shall have the right to release a press notice containing only such information as Purchaser is expressly agreed required to include in its filing of Form 8-K with the Securities and Exchange Commission reporting the entry of a “Material Definitive Agreement” immediately following the full execution of this Agreement by the parties. Purchaser shall and hereby agrees to indemnify and hold Seller harmless from and against any and all loss, liability, cost, damage or expense that each Seller may suffer or incur (including, without limitation, reasonable attorneys’ fees actually incurred) as a result of the Seller, the Servicer and their respective Affiliates may publish a press release unpermitted disclosure by Purchaser or otherwise publicly announce the existence and principal amount use by Purchaser of any of the Commitments under Property Information to any individual or entity other than an appropriate representative of Purchaser and/or the use by Purchaser of any Property Information for any purpose other than as herein contemplated and permitted. If Purchaser elects to terminate this Agreement pursuant to any provision hereof permitting such termination, or if the Closing contemplated hereunder fails to occur for any reason, Purchaser will promptly return to Seller all Property Information in the possession of Purchaser and instruct its representatives to do the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release same, and destroy all copies, notes or abstracts or extracts thereof, as well as all copies of any analyses, compilations, studies or other public announcement prior to documents prepared by Purchaser or for its release and provide comment thereon; provided, further, that no such press release shall name use (whether in written or otherwise identify electronic form) containing or reflecting any Property Information. In the Administrator, any Purchaser, any event of a breach or threatened breach by Purchaser Agent or any of their respective Affiliates without its representatives of this Section 38, Seller shall be entitled, in addition to other available remedies, to an injunction restraining Purchaser or its representatives from disclosing, in whole or in part, any of the Property Information and any of the terms and conditions of this Agreement. Nothing contained herein shall be construed as prohibiting or limiting Seller from pursuing any other available remedy, in law or in equity, for such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned breach or delayed)threatened breach. The provisions of this Article 38 shall survive the termination of this Agreement.

Confidentiality. (a) Each of Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms requirements of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection accordance with Agent's, such Lender's and such Transferee's customary procedures for handling confidential information of this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosurenature; provided, however, that it Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees and Purchasing Lenders, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by applicable law or court order, Agent, each Lender and each Transferee shall use reasonable efforts prior to its Advisors disclosure thereof, to notify the Borrowing Agent of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and Representatives, (ii) in no event shall Agent, any Lender or any Transferee be obligated to the extent such information has become available to the public return any materials furnished by any Borrower other than as a result those documents and instruments in possession of a disclosure Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or through the Seller, the Servicer by one or their Advisors more Subsidiaries or Affiliates of such Lender and Representatives or (iii) each Borrower hereby authorizes each Lender to the extent it should be (A) required share any information delivered to such Lender by Applicable Lawsuch Borrower and its Subsidiaries pursuant to this Agreement, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority the decision of such Lender to disclose such information; providedenter into this Agreement, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making Subsidiary or Affiliate of such disclosure. Each Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the Seller and the Servicer agrees to be responsible for any breach provision of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by 16.16 as if it were a Lender hereunder. Such authorization shall survive the repayment of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Obligations and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any termination of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)this Agreement.

Confidentiality. Each Agent and each Lender agrees to maintain the confidentiality of the Information, except that the Information may be disclosed (a) Each to its Affiliates, and its and their respective Related Parties who need to know such information solely in connection with the Facilities (it being understood that the Persons to whom such disclosure is made will be informed of the Seller confidential nature of such Information and who have agreed or are otherwise obligated to keep such Information confidential, and the Servicer covenants and agrees applicable Agent or Lender shall be responsible for compliance by such Persons with such obligations); (b) to hold in confidence, and not disclose the extent requested by any regulatory authority having or purporting to have jurisdiction over the applicable Agent or Lender or any of its Affiliates provided that the Agent or Lender that discloses any Information pursuant to this clause (b) shall (except with respect to any Personaudit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examiner or regulatory authority), to the terms extent practicable and permitted by law, provide the Borrower prompt notice of such disclosure; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental regulatory authority exercising examiner or regulatory authority); provided that the Agent or Lender that discloses any Information pursuant to this clause (c) shall, to the extent practicable and permitted by law, provide the Borrower prompt notice of such disclosure; (d) to any other party to this Agreement; (e) [reserved], (x) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (y) to any Purchaser Group Fee Letter direct, indirect, actual or prospective counterparty (including and its advisor) to any fees payable in connection with swap, derivative or securitization transaction related to its obligations under this Agreement, in each case, other than a Disqualified Institution; provided that notwithstanding anything to the contrary in this Section 11.09, any Purchaser Group Fee Letter Agent or any other Transaction Document or Lender may disclose the identity list of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior Disqualified Institutions to any proposed disclosure; providedprospective assignee, however, that it may disclose such information participant or counterparty who is not (i) to its Advisors and Representatives, a Disqualified Institution or (ii) readily identifiable as an Affiliate of a Disqualified Institution set forth on such list by virtue of its name to such Disqualified Institution for the purpose of such prospective assignee, participant or counterparty representing and warranting to the such Agent or such Lender that such prospective assignee, participant or counterparty is not a Disqualified Institution; (f) with the written consent of the Borrower; (g) to the extent such information has become Information becomes publicly available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or breach of this Section 11.09; (iiih) to the extent it should such Information is independently developed by such Agent or Lender without the use of any confidential information and without violating the terms of this Section 11.09; (i) to the extent such Information is received from a third party that is not known by such Agent or Lender to be subject to any confidentiality obligations owed to the Borrower; or (Ak) required by Applicable Lawfor purposes of establishing a “due diligence” defense. In addition, or any Agent and any Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to any Agent and any Lender in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 11.09, “Information” means all information received from or on the behalf of any legal Loan Party relating to any Loan Party or regulatory proceeding its business, other than any such information that is publicly available to any Agent or (B) requested any Lender prior to disclosure by any Governmental Authority to disclose such information; provided, that, in the case Loan Party other than as a result of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any a breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section11.09. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Section 11.10.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group such Fee Letter Letters or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser AgentDocument), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and RepresentativesRelated Parties, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives Related Parties or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors Related Parties and agrees that its Representatives and Advisors Related Parties will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided provided, that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each Subject to Section 3.2(b), the parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party's business and operations. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of the Seller and the Servicer covenants and agrees rendering services pursuant to hold this Agreement and, except as may be required in confidence, and not disclose to any Person, carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any law or regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor, accountant or lawyer of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. (b) Nothing in this Agreement is intended to limit or any Purchaser Group Fee Letter restrict Adviser or its affiliated persons from, or require written consent before, generally describing or discussing (whether orally or in writing), in the ordinary course of its business, (i) Adviser's business relationship with Subadviser or the operation of such relationship or (ii) the attributes, characteristics, management and other information regarding Adviser and Subadviser, with clients or prospective clients (including any fees payable the Board, shareholders and prospective shareholders of the Fund, financial intermediaries who distribute, or propose to distribute, the Fund, and rating services that rate or rank, or propose to rate or rank, the Fund) or the Fund in connection with the acquisition or disposal of investments and assets. SECTION 3.3. DISCLOSURE ABOUT SUBADVISER Subadviser has reviewed the most recent Amendment to the Registration Statement that contains disclosure about Subadviser, and represents and warrants that, with respect only to the disclosure expressly concerning Subadviser, its business, operations, members or employees, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which would be required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Subadviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. Adviser hereby acknowledges that it has received a copy of the Subadviser's Form ADV, Part 2 prior to entering into this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)SECTION 4.

Confidentiality. (a) Each The Employee agrees that he will not disclose, either directly or indirectly, this Agreement, the transactions to be performed in connection with this Agreement, or the terms and conditions of this Agreement, to any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other entity, including but not limited to current or former employees of the Seller Company or the Released Parties, members of the press and media, and other members of the Servicer covenants general public. Notwithstanding the foregoing, the Employee may permissibly disclose the existence and terms of this Agreement to his spouse, however, his spouse shall be bound to the confidentiality provisions set forth in this section. This section shall not prohibit the Employee and his attorney(s) from disclosing the terms of this Agreement to his tax advisor(s) to the extent necessary to prepare his income tax returns and to represent him in connection with any proceedings relating thereto, or from advising a governmental taxing authority of the consideration being paid to him, or of the existence of this Agreement in response to a question or questions posed by such taxing authority. The Parties agree that it shall not be a breach of this Agreement if the Employee’s disclosure of such information has been compelled through the issuance of compulsory legal process, provided, however, that in such case, Employee agrees to hold give Employer reasonable notice (care of Mxxxxxx X. Xxxxxx, Esq., Gxxxxxxxx Traurig, LLP, 400 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx, 00000) of the order or subpoena in confidence, question and an opportunity to challenge the disclosure of any such information before the appropriate court or agency. It shall not be a breach of this section for the Employee to disclose the terms of this Agreement in a suit to any Person, enforce the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with defend a claim that this Agreement has been breached. The Employee understands and agrees that this confidentiality provision is a material term of this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented that his agreement to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) this provision concerning confidentiality is a material inducement to the extent such information has become available Company’s willingness to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of enter into this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Agreement.

Confidentiality. Notwithstanding anything herein to the contrary (a) Each except with respect to the disposition of Specially Serviced Tenant Site Assets pursuant to Section 2.17), each of the Seller Indenture Trustee and the Servicer covenants and hereby agrees to hold in confidencekeep the Manager Reports, the other reports required to be prepared and delivered pursuant to Section 2.09 and all other information relating to the Obligors and their respective Affiliates received by them pursuant to the Transaction Documents (collectively, the “Information”) confidential, and such Information will not disclose be disclosed or made available to any PersonPerson by the Servicer, the terms of this Agreement Indenture Trustee or any Purchaser Group Fee Letter of their respective officers, directors, partners, employees, agents or representatives (including collectively, the “Representatives”) in any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or manner whatsoever without the identity prior written consent of the Administrator or any Purchaser or Purchaser Agent)Issuer, except as that the Administrator Servicer and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it the Indenture Trustee may disclose such information or make available Information (i) to its Advisors the Indenture Trustee, the Rating Agencies and Representativesany Placement Agent or Initial Purchaser, (ii) to the extent Note Owners or Noteholders that have delivered a written confirmation in such information has become available form as may be acceptable to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors the Indenture Trustee to the effect that such Person is a legal or beneficial holder of a Note or an interest therein and Representatives or will keep such Information confidential, (iii) to the extent it should be (A) required by Applicable Lawprospective purchasers of Notes, or interests therein, that have delivered a written confirmation in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority such form as may be acceptable to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will or the Indenture Trustee to the effect that such Person is a prospective purchaser of a Note or an interest therein, is requesting the Information for use reasonable efforts to maintain confidentiality in evaluating a possible investment in Notes and will otherwise keep such Information confidential, (unless otherwise prohibited by Applicable Lawiv) notify to the Administrator Controlling Class Representative or any other Person to whom disclosure is expressly permitted hereby (including, following the occurrence and during the affected Purchaser or Purchaser Agent continuance of its intention to make an Event of Default under the Indenture, a prospective purchaser of any such disclosure prior to making such disclosure. Each of the Seller and Equity Interests), so long as the Controlling Class Representative or such other Person shall have delivered a written confirmation in such form as may be acceptable to the Servicer agrees or the Indenture Trustee) to be responsible for any the effect that such Person will keep such Information confidential, (v) in order to comply with the requirements of Section 11.11 of the Indenture, (vi) that is or becomes publicly known other than by the Servicer or the Indenture Trustee’s breach of this Section 2.10, (vii) if required to do so by any applicable statute, law, rule or regulation, or in working with any taxing authorities or other governmental agencies, (viii) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Servicer or the Indenture Trustee’s business, as applicable, or that of its Representatives and Advisors and agrees Affiliates, (ix) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Servicer or the Indenture Trustee, as applicable, or an Affiliate or an officer, director, employer or shareholder thereof is a party, (x) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Servicer or the Indenture Trustee, as applicable, provided that its Representatives and Advisors will be advised by it the Servicer or the Indenture Trustee, as applicable, advises such recipient of the confidential nature of the Information being disclosed and obtains confirmation in such information and shall agree form as may be acceptable to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer or the Indenture Trustee to the effect that such Person will keep such Information confidential and their respective Affiliates may publish a press release or otherwise publicly announce (xi) any other disclosure authorized by the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Obligors.

Confidentiality. Except for confidential information related to or otherwise contained in the Excluded Assets (aother than any Excluded Assets that comprise Business Records) Each including Intellectual Property not being sold, but being licensed to Buyers, for a period of four (4) years after the Seller and the Servicer covenants and agrees to hold in confidenceSecond Stage Closing Date, Sellers will not, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer Sellers will use commercially reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and cause their respective Affiliates may publish a press release not to, use for its or otherwise publicly announce their own benefit or divulge or convey to any Third Party, any Confidential Information (as hereinafter defined) relating to the existence and principal amount Business, provided that Sellers shall be entitled to provide copies of the Commitments under this Agreement and the transactions contemplated hereby; provided that Collateral Agreements to the Administrator lenders under the Credit Agreement. For purposes of this Agreement, Sellers shall not be provided a reasonable opportunity deemed to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, have violated this Section 5.9 if any Purchaser, any Purchaser Agent Seller or any of their respective Affiliates without receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Body, and such Person’s prior written consent Seller or such Affiliate, to the extent not inconsistent with such request and to the extent time reasonably allows: (a) notifies Buyers of the existence, terms and circumstances surrounding such consent request; (b) consults with Buyers on the advisability of taking legally available steps to resist or narrow such request; and (c) if disclosure of any Confidential Information is advisable, to prevent such Seller or such Affiliate or any of its or their partners, principals or employees from becoming subject to any penalty, to furnish only such portion of the Confidential Information as it reasonably determines that such Seller or such Affiliate is legally obligated to disclose and to exercise commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information. For purposes of this Agreement and subject to the first sentence of this Section 5.9, "Confidential Information" consists of all information, knowledge or data related to the Business not in the public domain or otherwise publicly available which are or were treated as confidential by the Business. Information that enters the public domain or is or becomes publicly available loses its confidential status hereunder so long as neither Sellers nor any of their respective Affiliates, directly or indirectly, improperly causes such information to be unreasonably withheld, conditioned or delayed)enter the public domain.

Confidentiality. (a) Each The Mentor will keep the Member’s information private, and will not share the Member’s information to any third party unless compelled to by law. Complete Agreement This Agreement contains the complete agreement between the parties and supersedes all prior oral and written understandings and agreements regarding the subject matter of this Agreement. This Agreement will not be changed or modified in any way unless agreed to by both parties in writing Waivers With the Seller above acknowledgments made and understood, I, the Member, hereby agree to expressly assume and accept any and all risks of injury, regardless of severity, or death with regard to the Membership, 4 Pillars FM and the Servicer covenants Practitioner. I agree to be solely responsible for my own safety and agrees to hold take every precaution to provide for my own safety and well-being while participating in confidence, and not disclose to any Person, the terms of this Agreement a Membership program or treatment or any Purchaser Group Fee Letter (including work with 4 Pillars FM or Practitioner. In consideration of 4 Pillars FM’s and Practitioner’s agreement to allow me to participate in any fees payable in connection with this AgreementMembership program or treatment, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the fullest extent such information has become available to the public other than as a result of a disclosure allowed by or through the Sellerlaw, the Servicer or their Advisors I do here now, for myself, my heirs and Representatives or (iii) to the extent it should be (A) required by Applicable Lawassigns, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller forever release and discharge and hereby hold harmless 4 Pillars FM and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer Practitioner and their respective Affiliates may publish a press release agents, owners, members, heirs, assigns, contractors, and employees from any and all claims, demands, damages, rights of action or otherwise publicly announce the existence and principal amount causes of the Commitments under action, present or future, arising out of or connected with my participation in this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any consultation, treatment or program with 4 Pillars FM or Practitioner, advice or work with 4 Pillars FM and Practitioner, or the preparation for any such work including but not limited to any injuries resulting there from except those caused by the gross negligence of their respective Affiliates without such Person’s prior written consent 4 Pillars, FM or the Practitioner. THIS WAIVER AND RELEASE OF LIABILITY INCLUDES, WITHOUT LIMITATION, INJURIES WHICH MAY OCCUR AS A RESULT OF (such consent not to be unreasonably withheld1) EQUIPMENT BELONGING TO 4 PILLARS FM, conditioned or delayed).PRACTITIONER OR TO MYSELF THAT MAY MALFUNCTION OR BREAK;

Confidentiality. (a) Each of the Seller and the Servicer covenants and The Lender agrees to hold in confidencekeep confidential all financial statements, reports and not disclose other non-public provided to any Person, it by the terms of Borrower pursuant to this Agreement or otherwise; provided that nothing herein shall prevent the Lender from disclosing any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) any Affiliates or Subsidiaries of the Lender with a need to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or know in connection with any legal or regulatory proceeding or the Loan Documents (B) requested by any Governmental Authority it being understood that the Persons to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any whom such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors is made will be advised by it informed of the confidential nature of such information and shall agree instructed to comply with this Section. Notwithstanding the foregoingkeep such information confidential), it is expressly agreed that each (ii) to any actual or prospective assignee or participant which has been informed of the Seller, confidential nature of such information and has signed and delivered to the Servicer Borrower a confidentiality and their respective Affiliates may publish a press release or otherwise publicly announce non-disclosure agreement in form and substance satisfactory to the existence and principal amount Borrower agreeing in writing to treat such information as confidential in accordance with the terms of the Commitments Loan Documents; provided that no such information shall knowingly be provided by the Lender to any Competitor of the Borrower or any Affiliate of any such Competitor, (iii) to the Lender’s employees, directors, agents, attorneys, accountants, auditors and other professional advisors or those of any of its Affiliates or Subsidiaries with a need to know in connection with the Loan Documents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (iv) upon the request or demand of any Governmental Authority after providing notice to the Borrower of any such request provided that the giving of such notice is not prohibited by such Governmental Authority or Applicable Law, (v) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, in each case after providing notice to the Borrower of such request, provided that the giving of such notice is not prohibited by such court or other Governmental Authority or Applicable Law, (vi) if requested or required to do so in connection with any litigation or similar proceeding after providing notice to the Borrower of any such request provided that the giving of such notice is not prohibited by order of court or Applicable Law, (vii) that has been publicly disclosed by the Borrower or the Guarantor, (viii) in connection with the exercise of any remedy under this Agreement and or the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity Loan Documents, (ix) upon request, to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent bank examiners (or any other regulatory authority having jurisdiction over the Lender), or (x) if the disclosure of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)information has been authorized by the Borrower in a separate writing.

Confidentiality. Neither the Administrative Agent, the Issuing Bank nor any Lender shall use in violation of applicable law or disclose the Confidential Information; provided that the Confidential Information may be disclosed (a) Each of to its Affiliates and its and its Affiliates’ advisors (other than those covered by clause (b) below) that agree to keep such Confidential Information confidential as provided in this Section, (b) to its directors, officers, employees and agents, including accountants, legal counsel and other advisors that (1) need to know the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable Confidential Information in connection with this Agreement and the transactions contemplated hereby and (2) are covered by internal procedures or codes of conduct or are subject to professional ethical standards regarding confidentiality and are informed of the confidential nature of such Confidential Information and directed to keep such Confidential Information confidential as provided in this Section, (c) to the extent requested by any regulatory authority purporting to have jurisdiction over any Lender or its Affiliates, the Administrative Agent or the Issuing Bank, (d) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that the Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall request confidential treatment of such Confidential Information to the extent permitted by applicable law and the Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall, to the extent permitted by applicable law, promptly inform the Borrower with respect thereto so that the Borrower may seek appropriate protective relief to the extent permitted by applicable law, provided further that in the event that such protective remedy or other remedy is not obtained, the Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall furnish only that portion of the Confidential Information that is legally required and shall disclose the Confidential Information in a manner reasonably designed to preserve its confidential nature and shall cooperate with the Borrower’s counsel to enable the Borrower to attempt to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information, (e) to any other party to this Agreement, (f) in connection with the exercise of any Purchaser Group Fee Letter remedies hereunder or any other Transaction Document suit, action or proceeding relating to this Agreement or the identity enforcement of rights hereunder, (g) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (h) with the consent of the Administrator Borrower or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become Confidential Information (1) becomes publicly available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it or (2) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower which source, to the actual knowledge of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerAdministrative Agent, the Servicer Issuing Lender or any Lender, as the case may be, is not prohibited from disclosing such Confidential Information to such Person by a contractual, legal or fiduciary obligation to the Borrower, the Administrative Agent, the Issuing Bank, or any Lender; provided that except as otherwise permitted hereunder the Borrower and their respective Affiliates may publish a press release its Subsidiaries shall not be identified to any third parties and no disclosure of any Confidential Information shall be made to any third party, either directly or otherwise publicly announce indirectly. Neither the existence and principal amount of Agent nor any Lender shall make any public announcement, advertisement, statement or communication regarding the Commitments under Borrower or any Related Parties or this Agreement and or the transactions contemplated hereby; provided that hereby without the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned of the Borrower. The obligations of the Agent and any Lender under this Section shall survive termination or delayed)expiration of this Agreement.

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees Prior to hold in confidence, and not disclose providing any information to Agent or any Person, Lender pursuant to the terms of this Agreement or any Purchaser Group Fee Letter other Loan Document, the Credit Parties shall indicate whether such information is (including any fees payable i) non-public information which the Credit Parties shall designate to the Lenders as information that is subject to the Lenders’ right to disclose as described below in connection this Section 10.9 (the “Level I Information”) or (ii) non-public information which the Credit Parties designate as non-public information they do not intend to disclose (“Level II Information”, and together with this Agreementthe Level I Information, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent“Confidential Information”), except and in the case of Level II Information whether such information constitutes “material non-public information” for purposes of securities laws. Absent a designation of information so disclosed as Level II Information prior to such disclosure, such information shall be deemed to be Level I Information. Subject to the Administrator provisions hereof any Lender may, by written notice to the Borrower, choose not to receive Level I Information or Level II Information and shall not be determined to have or possess such information by virtue of its being a Lender hereunder. Agent and each Purchaser Lender agree to use commercially reasonable efforts (equivalent to the efforts Agent may have consented or such Lender applies to in writing prior maintaining the confidentiality of its own confidential information) to any proposed disclosuremaintain as confidential all Confidential Information provided to them by the Credit Parties and designated as confidential for a period of one (1) year following receipt thereof; provided, howeverthat Agent and any Lender may disclose such Confidential Information (a) to Agent and any other Lender, and to Persons employed or engaged by Agent or any Lender; (b) to any bona fide assignee or participant or potential assignee or participant that it has agreed to comply with the covenant contained in this Section 10.9 (and any such bona fide assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (ia) above); (c) as required or requested by any Governmental Authority or reasonably believed by Agent or such Lender to its Advisors and Representativesbe compelled by any court decree, subpoena or legal or administrative order or process; (iid) to as, on the extent advice of Agent’s or such information has become available to the public other than as a result of a disclosure by or through the SellerLender’s counsel, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) is required by Applicable Law, law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any legal Litigation to which Agent or regulatory proceeding such Lender is a party; (f) that ceases to be confidential through no fault of Agent or any Lender; or (Bg) requested by to the Bankruptcy Court or any Governmental Authority Committee. Notwithstanding anything to disclose such information; providedthe contrary herein, that, any Lender or group of Lenders who hold(s) in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each aggregate more than 20% of the Seller and Commitments of all Lenders (or, if the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Commitments have been terminated, more than 20% of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal outstanding amount of the Commitments under Revolving Loan), may at any time from and after the date forty-five (45) days after the Petition Date, request the Credit Parties to file an appropriate summary of the Level I Information received by such Lender or group of Lenders with the Bankruptcy Court and in an 8-K filing with the Securities and Exchange Commission, and in the event that the Credit Parties fail to make such filings or such filings fail to include any Level I Information reasonably requested to be disclosed by such Lender or group of Lenders within five (5) Business Days of such request, the Credit Parties agree that such Lender or group of Lenders is authorized to disclose to the public generally the Level I Information or any portion thereof. Although the Credit Parties do not intend to disclose the detail of Level II Information, the Credit Parties intend to file a disclosure statement in accordance with section 1125 of the Bankruptcy Code which will contain “adequate information” as defined therein. For the avoidance of doubt, this Section 10.9 shall survive the termination of this Agreement and the transactions contemplated hereby; provided that payment of the Administrator shall be provided a reasonable opportunity to review such press release or Revolving Loan and all other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)amounts payable hereunder.

Confidentiality. The Trustee and the Holders hereby agree that any confidential or non-public information they receive from or on behalf of the Company or any Affiliate of the Company, which receipt arises out of the transactions contemplated by this CVR Agreement (the “Confidential Information”), shall: (a) Each of the Seller not be used for any purpose other than for purposes permitted under this CVR Agreement; (b) not be used directly or indirectly in any way that is for competitive purposes; and (c) not be disclosed by, and be kept confidential by, such Trustee and the Servicer covenants Holders and agrees to hold in confidenceits directors, officers, members, managers, employees, affiliates and not disclose to any Personagents (collectively, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent“Representatives”), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it any such Confidential Information may disclose such information be disclosed only to their Representatives who (i) need to its Advisors know such Confidential Information and Representatives, (ii) are bound in writing to the extent such information has become available to the public other a non-disclosure agreement no less restrictive than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section 7.10. It is understood that such Representatives shall be informed by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it the Trustee or the applicable Holder of the confidential nature of such information Confidential Information, and that the Trustee or such Holder, as applicable, shall agree be responsible for any disclosure or use made by its Representatives in breach of obligations under this CVR Agreement to comply with this Sectionthe same extent as if such disclosure or use had been made directly by the Trustee or such Holder, as applicable. Notwithstanding the foregoing, it is expressly agreed that each Each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Trustee and the transactions contemplated hereby; provided Holders will as soon as practicable notify the Company of any breach of this CVR Agreement of which they become aware, and will use commercially reasonable efforts to assist and cooperate with the Company in minimizing the consequences of such breach. “Confidential Information” shall not include any information that is (A) publicly available other than because of or related to any disclosure by the Administrator shall be provided a reasonable opportunity to review such press release Trustee or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Holders or any of their respective Affiliates without Representatives or (B) is lawfully disclosed to the Trustee or the Holders by sources (other than the Company or its Affiliates) rightfully in possession of the Confidential Information on a non-confidential basis. If the Trustee, the Holders or their respective Representatives are legally required or requested to disclose any Confidential Information, they will in advance of such Persondisclosure, unless otherwise prohibited by Law, promptly notify the Company in writing of such request or requirement so that the Company may seek to avoid or minimize the required disclosure and/or obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the person receiving the disclosure, or, in the Company’s discretion, to waive compliance with the provisions of this CVR Agreement. In any such case, the Trustee and the Holders agree to cooperate and use reasonable efforts to avoid or minimize the required disclosure and/or obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, the Trustee, the Holders or their respective Representatives are legally obligated to disclose any Confidential Information, they will disclose only so much thereof to the party compelling disclosure as they believe in good faith, on the basis of advice of counsel, is required by Law. The Trustee and the Holders shall, unless otherwise prohibited by Law, give the Company prior written consent (notice of the specific Confidential Information that they believe they are required to disclose under such consent not to be unreasonably withheldcircumstances. All Confidential Information disclosed by or on behalf of the Company or any of its Affiliates shall be, conditioned and shall remain, the property of the Company or delayed)such Affiliate.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter Agreement or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and RepresentativesRepresentatives or to a Conduit Trustee, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives Representatives, (iii) in connection with the enforcement of its rights and remedies under this Agreement, any other Transaction Agreement or any Applicable Law or (iiiiv) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iiiiv) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will use commercially reasonable efforts to (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree instructed to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each of the Seller Lenders and the Servicer covenants and Agent hereby agrees that it will use reasonable efforts (e.g., procedures substantially comparable to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document those applied by such Lender or the identity Agent in respect of non-public information as to the Administrator business of such Lender or the Agent) to keep confidential any Purchaser or Purchaser Agent)financial reports and other information from time to time supplied to it by the Company hereunder to the extent that such information is not and does not become publicly available and which the Company indicates at the time is to be treated confidentially, except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose nothing herein shall affect the disclosure of any such information (i) by the Agent to its Advisors and Representativesany Lender, (ii) to the extent such information has become available to the public other than as a result of a disclosure required by law (including statute, rule, regulation or through the Sellerjudicial process), the Servicer or their Advisors and Representatives or (iii) to counsel for any Lender or the extent it should be Agent or to their respective independent public accountants, (Aiv) required by Applicable Lawto bank examiners and auditors and appropriate government examining authorities, (v) to the Agent or any other Lender, (vi) in connection with any legal litigation to which any Lender or regulatory proceeding the Agent is a party, (vii) to actual or prospective assignees and participants as contemplated by Section 9.06(f) or (Bviii) requested by to any Governmental Authority Affiliate of the Agent or any Lender or to disclose such information; providedAffiliate's officers, directors, employees, agents and advisors, provided that, in prior to any such disclosure, such Affiliate or such Affiliate's officers, directors, employees, agents or advisors, as the case of clause (iii) abovemay be, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding preserve the foregoing, it is expressly agreed that confidentiality of any confidential information relating to the Company received by it; a determination by a Lender or the Agent as to the application of the circumstances described in the foregoing clauses (i)-(viii) being conclusive if made in good faith; and each of the SellerLenders and the Agent agrees that it will follow procedures which are intended to put any transferee of such confidential information on notice that such information is confidential. Notwithstanding anything herein to the contrary, each Borrower, the Servicer Agent and their respective Affiliates may publish a press release each Lender (and each employee, representative or otherwise publicly announce the existence and principal amount other agent of each of the Commitments under this Agreement foregoing parties) may disclose to any and all Persons, without limitation of any kind, the U.S. tax treatment and tax structure of the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release hereby and all materials of any kind (including opinions or other public announcement prior tax analyses) that are provided to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without the foregoing parties relating to such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)U.S. tax treatment and tax structure.

Confidentiality. Neither any Lender nor Agent shall disclose to any Person any information with respect to Borrowers or any of their Subsidiaries which is furnished pursuant to this Agreement or under the other Credit Documents, except that any Lender or Agent may disclose any such information (a) Each of the Seller to its own directors, officers, employees, auditors, counsel and the Servicer covenants other advisors and agrees to hold in confidence, and not disclose its Affiliates; (b) to any Personother Lender or Agent; (c) which is otherwise available to the public; (d) if required or appropriate in any report, the terms statement or testimony submitted to any Governmental Authority having or claiming to have jurisdiction over such Lender or Agent; (e) if required in response to any summons or subpoena; (f) in connection with any enforcement by Lenders and Agent of their rights under this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter the other Credit Documents or any other Transaction Document litigation among the parties relating to the Credit Documents or the identity transactions contemplated thereby; (g) to comply with any Requirement of Law applicable to such Lender or Agent; (h) to any Assignee Lender or Participant or any prospective Assignee Lender or Participant, provided that such Assignee Lender or Participant or prospective Assignee Lender or Participant agrees to be bound by this Paragraph 8.12; or (i) otherwise with the prior consent of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureapplicable Borrower; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to any Lender or Agent served with any summons or subpoena demanding the extent disclosure of any such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will shall use reasonable efforts to maintain confidentiality and will (unless otherwise notify Borrowers promptly of such summons or subpoena if not prohibited by Applicable Law) notify the Administrator any Requirement of Law and, if requested by Borrowers and the affected Purchaser not disadvantageous to such Lender or Purchaser Agent of its intention Agent, to make any such disclosure prior to making cooperate with Borrowers in obtaining a protective order restricting such disclosure. Each of the Seller , and the Servicer agrees to be responsible for (ii) any breach disclosure made in violation of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Agreement shall not affect the obligations of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer Borrowers and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments Subsidiaries under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Credit Documents.

Confidentiality. Each Agent and Lender shall hold all non-public information regarding Holdings and its Affiliates and their businesses obtained by such Lender or Agent confidential and shall not disclose information of such nature, it being understood and agreed by Company that, in any event, a Lender or Agent may make (a) Each disclosures of the Seller such information to Affiliates of such Lender or Agent and the Servicer covenants to their agents, auditors, attorneys and agrees advisors (and to hold in confidenceother persons authorized by a Lender or Agent to organize, and not disclose to any Person, the terms of this Agreement present or any Purchaser Group Fee Letter (including any fees payable disseminate such information in connection with disclosures otherwise made in accordance with this AgreementSection 9.17) provided that such Persons are informed of the confidential nature of the information and agree to keep, or with respect to the Collateral Agent and Paying Agent will be instructed to keep, such information confidential, provided, further that no disclosure shall be made to any Person that is a Direct Competitor or, with respect to the Collateral Agent and Paying Agent only, any Purchaser Group Fee Letter Person that the Collateral Agent and/or Paying Agent has actual knowledge is a Direct Competitor, (b) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Revolving Loans or any other Transaction Document or the identity participations therein, provided that such Persons are informed of the Administrator or any Purchaser or Purchaser Agent)confidential nature of the information and agree to keep such information confidential pursuant to a non-disclosure agreement, except as the Administrator and each Purchaser Agent may have consented to in writing prior (c) disclosure to any proposed disclosurerating agency when required by it provided that such Persons are informed of the confidential nature of the information and agree to keep, or with respect to the Collateral Agent and Paying Agent will be instructed to keep, such information confidential, (d) disclosures required by any applicable statute, law, rule or regulation or requested by any Governmental Authority or representative thereof or by any regulatory body or by the NAIC or pursuant to legal or judicial process or other legal proceeding; provided, howeverthat unless specifically prohibited by applicable law or court order, that it may disclose each Lender or Agent shall make reasonable efforts to notify Company of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender or Agent by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information, and (e) any other disclosure authorized by the Company in writing in advance. Notwithstanding the foregoing, (i) the foregoing shall not be construed to its Advisors and Representatives, (ii) to prohibit the extent such disclosure of any information has become available to that is or becomes publicly known or information obtained by a Lender or Agent from sources other than the public Company other than as a result of a disclosure by an Agent or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or Lender in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach violation of this Section by 9.17, and (ii) on or after the Original Closing Date, the Administrative Agent may, at its Representatives own expense issue news releases and Advisors publish “tombstone” advertisements and agrees that its Representatives other announcements generally describing this transaction in newspapers, trade journals and Advisors will be advised by it other appropriate media (which may include use of the confidential nature logos of such information Company or Holdings) (collectively, “Trade Announcements”). Company shall not issue, and shall agree cause Holdings not to comply with this Section. Notwithstanding issue, any Trade Announcement using the foregoingname of any Agent or Lender, it is expressly agreed that each of the Seller, the Servicer and or their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under referring to this Agreement and or the other Credit Documents, or the transactions contemplated hereby; provided that thereunder except (x) disclosures required by applicable law, regulation, legal process or the Administrator shall be provided a reasonable opportunity to review such press release rules of the Securities and Exchange Commission or other public announcement (y) with the prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser approval of Administrative Agent or any of their respective Affiliates without such Person’s prior written consent (such consent approval not to be unreasonably withheld, conditioned or delayed).

Confidentiality. (a) Each of the Seller Tenant and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, Landlord each acknowledge that the terms and conditions of this Agreement are to remain confidential for the other party’s benefit, and may not be disclosed by either party to anyone, by any manner or any Purchaser Group Fee Letter (including any fees payable in connection with means, directly or indirectly, without the other party’s prior written consent; however, Landlord or Tenant may disclose the terms and conditions of this AgreementAgreement if required by applicable law or court order, any Purchaser Group Fee Letter to their respective attorneys, accountants, insurers and other professional advisors, their respective members, managers, partners, officers, directors, agents and employees, existing or any other Transaction Document prospective lenders, investors and financial partners, and potential tenants, purchasers or partners, provided same are advised by the identity disclosing party of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator confidential nature of such terms and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawconditions, or in connection with any legal SEC reporting requirements or regulatory proceeding obligations of such party. This Agreement shall not be recorded or (B) requested filed by any Governmental Authority to disclose such information; or on behalf of Tenant with the Middlesex North Registry of Deeds or the Middlesex North Registry District of the Land Court, provided, thathowever, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Sellerparties hereto agrees, at Tenant’s option, to join in the Servicer execution, in recordable form of a statutory notice of lease indicating the Term and their respective Affiliates any other terms as Landlord and Tenant shall mutually agree, but omitting rent and other confidential terms, which notice of lease (the “Notice of Lease”) may publish a press release be recorded with the Middlesex North Registry of Deeds or otherwise publicly announce the existence and principal amount Middlesex North Registry District of the Commitments under this Agreement Land Court. Contemporaneously with the execution of the Notice of Lease, Tenant shall execute and the transactions contemplated hereby; provided that the Administrator deliver to Landlord a termination of such Notice of Lease which shall be provided a reasonable opportunity in recordable form and otherwise in form and substance satisfactory to review Landlord (the “Notice of Termination of Lease”). Landlord is authorized to record the Notice of Termination of Lease upon the expiration or earlier termination of this Lease. If Tenant fails to execute and deliver such press release Notice of Termination of Lease and/or such termination is invalid or other public announcement prior to its release and provide comment thereon; providedineffective for any reason as determined by Landlord, further, that no such press release shall name without limiting or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or waiving any of their respective Affiliates without Tenant’s obligations hereunder, Landlord is hereby authorized to execute such Persondocument on behalf of Tenant as Tenant’s prior written consent (such consent not duly authorized irrevocable agent and attorney-in-fact. Tenant shall pay all costs, taxes, fees and other expenses in connection with or prerequisite to be unreasonably withheld, conditioned or delayed)recording the Notice of Lease and discharging same from record.

Confidentiality. This Backstop Commitment Letter is delivered to Ascena Topco on the understanding that neither this Backstop Commitment Letter nor any of its terms or substance shall be disclosed, directly or indirectly, to any other person or entity except (a) Each you and your officers, directors, employees, legal counsel, accountants, auditors, financial advisors, existing and prospective holders of indebtedness and their respective affiliates, representatives, officers, directors and legal counsel, in each case, who are involved in the consideration of the Seller financing transactions contemplated hereby who have been informed by you of the confidential nature of this Backstop Commitment Letter and have agreed to treat such information confidentially, (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the Servicer covenants extent not prohibited by law, to inform Backstop Commitment Parties promptly in advance thereof), (c) the office of the U.S. Trustee, any ad-hoc or statutorily appointed committee of unsecured creditors, and their respective representatives and professional advisors on a confidential and “need to know” basis, (d) to the Bankruptcy Court, in a redacted manner in form and substance reasonably satisfactory to the Backstop Commitment Parties, to the extent required to obtain Bankruptcy Court approval in connection with any acts or obligations to be taken pursuant to this Backstop Commitment Letter or the transactions contemplated hereby and (e) you may disclose the aggregate fee amounts contained herein, as part of pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering or marketing materials or in any public or regulatory filing relating to the Transactions. Each Backstop Commitment Party agrees to hold in confidencekeep confidential, and not to publish, disclose or otherwise divulge, confidential information with respect to the transactions contemplated hereby or obtained from or on behalf of you or your respective affiliates in the course of the transactions contemplated hereby, except that the Backstop Commitment Parties shall be permitted to disclose such confidential information (a) to their affiliates and their and their affiliates’ respective directors, officers, agents, employees, attorneys, accountants, auditors and advisors involved in the transactions contemplated hereby on a “need to know” basis and who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis (with the Backstop Commitment Party responsible for such persons’ compliance with this paragraph), (b) on a confidential basis to any Personbona fide prospective Lender, prospective participant or swap counterparty (in accordance with the terms of the Form DIP Credit Agreement) that agrees to keep such information confidential in accordance with (x) the provisions of this Agreement paragraph (or language substantially similar to this paragraph that is reasonably acceptable to you) for your benefit or (y) other customary confidentiality language in a “click-through” arrangement, (c) as required by the order of any Purchaser Group Fee Letter court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, regulation or compulsory legal process (including any fees payable in connection with this Agreementwhich case you agree, any Purchaser Group Fee Letter or any other Transaction Document or to the identity of the Administrator or any Purchaser or Purchaser Agentextent not prohibited by law, to inform Backstop Commitment Parties promptly in advance thereof), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (iid) to the extent such information has become information: (i) becomes publicly available to the public other than as a result of a disclosure breach of this Backstop Commitment Letter or other confidentiality obligation owed by such Backstop Commitment Party to you or through the Seller, the Servicer or their Advisors and Representatives your affiliates or (iiiii) becomes available to the Backstop Commitment Parties on a non-confidential basis from a source other than you or on your behalf that, to such Backstop Commitment Party’s knowledge, is not in violation of any confidentiality obligation owed to you or your affiliates, (e) to the extent it should be you shall have consented to such disclosure in writing (Awhich may include through electronic means), (f) required as is necessary in protecting and enforcing the Backstop Commitment Parties’ rights with respect to this Backstop Commitment Letter and/or the DIP Facility, (g) to the extent independently developed by Applicable Lawsuch Backstop Commitment Party or its affiliates without reliance on confidential information, (h) with respect to the existence and contents of the Form DIP Credit Agreement, in consultation with you, to the rating agencies or (i) with respect to the existence and contents of the Backstop Commitment Letter and the DIP Facility, to market data collectors or similar service providers in connection with any legal the arrangement, administration or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each management of the Seller DIP Facility and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of industry trade organizations where such information and shall agree with respect to comply with this Sectionthe DIP Facility is customarily included in league table measurements. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer The Backstop Commitment Parties’ and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments affiliates’, if any, obligations under this paragraph shall terminate automatically to the extent superseded by the confidentiality provision in the Form DIP Credit Agreement and upon the transactions contemplated hereby; provided that effectiveness thereof and, in any event, will terminate one year from the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)date hereof.

Confidentiality. (a) Each Sellers will treat and hold as confidential all of the Seller and Confidential Information relating to Company or the Servicer covenants and agrees to hold in confidenceBusiness (the “Post-Closing Confidential Information”), and not disclose to refrain from using any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable such Post-Closing Confidential Information except in connection with this Agreement, any Purchaser Group Fee Letter and deliver promptly to Buyer or any other Transaction Document or destroy, at the identity request and option of Buyer, all tangible embodiments (and all copies) of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to Post-Closing Confidential Information that are in writing prior to any proposed disclosureits possession; provided, however, that it Sellers’ counsel may disclose such information (i) to its Advisors and Representatives, (ii) to retain archival copies of Post-Closing Confidential Information for the extent such information has become available to the public other than as a result sole purposes of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree enabling Sellers to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments obligations under this Agreement and maintaining a record of materials transferred or disclosed to Buyer. In the transactions contemplated hereby; provided event that any Seller or any directors, officers, employees, agents, advisors, representatives, investment and commercial bankers and affiliates (including attorneys, accountants, consultants and any representatives of such advisors) of such Seller (each, a “Seller Representative”) is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process to disclose any Post-Closing Confidential Information, Sellers shall notify Buyer as promptly as practicable of the Administrator shall be provided request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 6.4. If, in the absence of a reasonable opportunity protective order or the receipt of a waiver hereunder, any Seller or Seller Representative is, on the advice of counsel, compelled to review disclose any Post-Closing Confidential Information to any tribunal or else stand liable for contempt, such press release Seller or other public announcement prior any such Seller Representative may disclose such Post-Closing Confidential Information to its release and provide comment thereonthe tribunal; provided, furtherhowever, that no such press release Seller or Seller Representative shall name use commercially reasonable efforts to obtain, at the request and sole expense of Buyer, an order or otherwise identify other assurance that confidential treatment will be accorded to such portion of the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not Post-Closing Confidential Information required to be unreasonably withheld, conditioned or delayed).disclosed as Buyer shall

Confidentiality. (a) Each of SteepRock shall use all Confidential Information (as defined in the Seller Sub-Advisory Agreement) solely to exercise and the Servicer covenants perform its rights and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with obligations under this Agreement, the LLC Agreement and the Sub-Advisory Agreement. SteepRock shall not use any Purchaser Group Fee Letter of the Confidential Information, including, but not limited to, information about investment or trading decisions, for SteepRock’s personal benefit or reveal to any other Transaction Document person any information regarding securities or other transactions by the KKR Parties (as defined in the Sub-Advisory Agreement) or the identity consideration by the KKR Parties of any transaction or investment idea that SteepRock may learn in the Administrator course of such exercise and performance of its rights and obligations. During and after the termination of this Agreement, SteepRock agrees to treat all Confidential Information strictly confidentially, and SteepRock will not disclose any Confidential Information to any person or any Purchaser or Purchaser Agent)entity, except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it SteepRock may disclose any such information (i) to its Advisors and Representativesauthorized representatives of the KKR Parties, (ii) to the extent that such information has become becomes publicly available to the public other than as a result by reason of a disclosure by SteepRock in breach of this Agreement or through the Sellerby another source bound by an obligation of confidentiality, the Servicer or their Advisors and Representatives or (iii) to the extent permitted by any of the KKR Parties in writing, (iv) to Responsible Personnel (as defined in the Sub-Advisory Agreement) who have a need to know such information (it should being understood that such persons shall be (A) required by Applicable Lawinformed of the confidential and proprietary nature of the Confidential Information), or in connection with (v) to any person or entity to the extent the law or legal or regulatory proceeding or (B) requested process requires disclosure by any Governmental Authority to disclose such informationSteepRock; provided, that, provided that in the case of clause (iii) abovev), SteepRock first gives the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent Partnership prompt written notice of its intention to make any such disclosure prior requirement, discloses no more information than is so required in the opinion of competent legal counsel, and cooperates fully with any efforts by the KKR Parties to making obtain a protective order or similar confidentiality treatment for such disclosureinformation. Each of the Seller and the Servicer SteepRock agrees to be responsible accept responsibility for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it and, at its expense, shall take all reasonable measures to restrain itself from unauthorized uses or disclosure of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Confidential Information.

Confidentiality. (a) Each The Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of the Seller Borrower in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative Agent pursuant to the requirements of this Agreement (“Confidential Information”), in accordance with its customary procedure for handling confidential information of this nature and (in the Servicer covenants case of a Lender that is a bank) in accordance with safe and agrees to hold sound banking practices and in confidence, and not disclose any event may make disclosure (i) to any Personother party hereto, (ii) with the terms consent of the Borrower, (iii) as required or requested by any Governmental Authority or any self-regulatory authority, such as the National Association of Insurance Commissioners purporting to have jurisdiction over such Person or its Related Parties, any representatives thereof or any nationally recognized rating agency that requires access to information about such Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (iv) in connection with the exercise of any remedies under this Agreement or under any other Loan Document, or any action or proceeding relating to this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreementother Loan Document, any Purchaser Group Fee Letter or any other Transaction Document or the identity enforcement of the Administrator rights hereunder or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representativesthereunder, (iiv) to the extent such information has become becomes publicly available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives breach of this Section or (iiivi) to such Lender’s or the extent it should be Administrative Agent’s lawyers, professional advisors or independent auditors or Affiliates; provided that, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall notify the Borrower of any request by any governmental agency or representative thereof (A) required other than any such request in connection with an examination of the financial condition or regulatory compliance of such Lender by Applicable Law, such Governmental Authority or in connection with ratings by such rating agency with respect to such Lender) for disclosure of any legal or regulatory proceeding or (B) requested by any Governmental Authority such non-public information prior to disclose disclosure of such information; , and provided, that, further that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary of the Borrower. Each Lender and the Administrative Agent agrees that it will not provide to prospective Assignees or Participants or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder any of the Confidential Information unless such Person shall have previously executed a Confidentiality Agreement substantially in the case of clause (iii) above, form prescribed from time to time by the Seller Loan Sales and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Trading Association.

Confidentiality. (a) Each of During the Seller and Restricted Period, the Servicer covenants and agrees to hold in confidenceRestricted Person shall not, and shall cause its Affiliates not disclose to, publicly disclose, reveal, divulge or communicate to any Person, the terms of this Agreement or Person any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureConfidential Information; provided, however, that it may disclose such information the foregoing shall not restrict the Restricted Person or its Affiliates from (i) disclosing (under appropriate obligations of confidentiality) Confidential Information to its Advisors the extent necessary to enforce and Representativesexercise his rights under this Agreement, the Merger Agreement or the Transaction Documents (as defined in the Merger Agreement), (ii) disclosing Confidential Information to the extent necessary in connection with such information has become available to the public other than Restricted Person’s employment, service as a result of a disclosure by director or through the Sellerconsulting services for any GNL Group Company, the Servicer or their Advisors and Representatives or if applicable, (iii) disclosing Confidential Information in confidence to his financial, tax and legal advisors who are bound by similar confidentiality obligations and (iv) shall not have any obligation to keep confidential any Confidential Information if and to the extent it should be (A) disclosure thereof is required by Applicable Lawapplicable law or requested by a governmental authority; provided, however, that in the event disclosure is required by applicable law or requested by a governmental authority, the Restricted Person shall to the extent legally permissible and practicable provide GNL with prompt notice of such requirement prior to making any disclosure so that GNL may seek an appropriate protective order at its own cost or waive compliance with the provisions of this Section 1.01, provided that no such notice shall be required under circumstances where a notice requirement would be deemed to violate applicable law. GNL (on behalf of itself and each GNL Group Company) acknowledges that Confidential Information may enhance the Restricted Person’s and his Affiliates’ and his representatives’ knowledge and understanding of the industry of the GNL Group Companies in a way that cannot be separated from such Persons’ other knowledge and GNL (on behalf of itself and each GNL Group Company) agrees that, so long as Confidential Information is not disclosed in violation of this Agreement, neither the Restricted Person nor any of his Affiliates or representatives will be deemed to have violated this Agreement to the extent Residual Information (as defined below) is used in the ordinary course by the Restricted Person, any of his Affiliates or his representatives in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)ongoing business.

Confidentiality. (a) Each of the Seller Agent and the Servicer covenants and agrees Banks agree to hold in confidence, and not disclose keep confidential any information relating to any Person, the terms of this Agreement Borrowers received by it pursuant to or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter Agreement which is (a) information which the Agent and the Banks reasonably expect that the applicable Borrower would want to keep confidential or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure(b) information which is clearly marked "CONFIDENTIAL"; provided, however, that it may disclose this Section 9.17 shall not be construed to prevent the Agent or any Bank from disclosing such information (i) to its Advisors and Representativesany affiliate that shall agree in writing for the benefit of the Borrowers to be bound by this obligation of confidentiality, (ii) upon the order of any court or administrative agency of competent jurisdiction, (iii) upon the request or demand of any regulatory agency or authority having jurisdiction over the Agent or such Bank which request or demand has the force of Law or is made by a bank regulatory agency, (iv) that has been publicly disclosed, other than from a breach of this provision by the Agent or any Bank, (v) that has been obtained from any person that is neither a party to this Agreement nor an affiliate of any such party, but only to the extent that such information has become available Bank does not know or have reason to know that such disclosure violates a confidentiality agreement between such person and the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or applicable Borrower (iiivi) to the extent it should be (A) required by Applicable Law, or in connection with the exercise of any legal right or regulatory proceeding remedy hereunder or under any other Loan Document, (vii) as expressly contemplated by this Agreement or any other Loan Document or (Bviii) requested by to any Governmental Authority to disclose such information; provided, that, in the case prospective purchaser of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser all or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each part of the Seller and interest of any Bank which shall agree in writing for the Servicer agrees benefit of the Borrowers to be responsible for any breach bound by the obligation of confidentiality in this Section Agreement or the other Loan Documents if such prospective purchaser is a financial institution or has been consented to by its Representatives and Advisors and agrees that its Representatives and Advisors the Borrower, which consent will not be advised by it withheld if such purchaser is not a competitor of the confidential nature Borrower or an affiliate of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each a competitor of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Borrower.

Confidentiality. (a) Each of OpCo Purchaser acknowledges that the Seller and the Servicer covenants and agrees information being provided to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable it in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity Real Estate Purchase Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby is subject to the terms of the Administrator or any OpCo Confidentiality Agreement. PropCo Purchaser or Purchaser Agent)acknowledges that the information being provided to it in connection with this Agreement, except as the Administrator Real Estate Purchase Agreement and each Purchaser Agent may have consented the Ancillary Agreements and the transactions contemplated hereby and thereby is subject to in writing prior the terms of the PropCo Confidentiality Agreement. Effective upon, and only upon, the Closing, the OpCo Confidentiality Agreement and the PropCo Confidentiality Agreement shall terminate with respect to any proposed disclosureinformation related to the Business; provided, however, that the Purchasers acknowledge that their respective obligations of confidentiality and non-disclosure with respect to any and all other information provided to it may disclose such by or on behalf of Seller or any of its Affiliates or Representatives, concerning Seller and its Affiliates not related to the Business shall continue to remain subject to the terms and conditions of the OpCo Confidentiality Agreement or the PropCo Confidentiality Agreement, as applicable. For a period of five (5) years following the Closing, Seller shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its or their respective Representatives to, keep confidential all information to the extent related to the Business or the Acquired Companies, except to the extent (i) legally permissible, in connection with any Action to its Advisors and Representativesenforce this Agreement, (ii) to the extent such information has become is or becomes generally available to the public other than as a result of disclosure in violation of this Agreement, the Real Estate Purchase Agreement or any Ancillary Agreement, (iii) such information is subsequently received on a disclosure non-confidential basis from an unaffiliated person without an obligation of confidentiality or a breach of an obligation of confidentiality, (iv) such information is independently developed by or through employees of the Seller, the Servicer its Affiliate or their Advisors and Representatives respective Representative, as applicable, or (iiiv) to the extent it should be (A) such information is requested or required by Applicable applicable Law, legal process, or in connection with any legal judicial or regulatory proceeding governmental order or (B) requested by any Governmental Authority to disclose such information; provided, thatbe disclosed, in which case Seller shall (A) provide the case Purchasers with prompt written notice of clause such requirement or request (iiito the extent legally permissible and reasonably practicable) aboveso that the Purchasers may seek an appropriate protective order or other appropriate remedy (at the Purchasers’ sole costs and expense) or waive compliance with the provisions of this Section 27, and (B) if no such protective order, remedy or waiver is obtained, disclose only that portion of the information which counsel to Seller and the Servicer will use advises Seller is legally required to be disclosed and, in such an event, take commercially reasonable efforts to maintain confidentiality and obtain assurance that confidential treatment will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention be accorded to make any such disclosure prior to making such disclosure. Each that portion of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding being disclosed; provided that, notwithstanding the foregoing, it is expressly agreed no notice or further action shall be required in respect of a required disclosure of information to applicable regulatory authorities or self-regulatory organizations having authority over Seller in connection with routine regulatory examinations that each of the Sellerare not targeted at such information, either Purchaser, this Agreement, the Servicer and their respective Affiliates may publish a press release Real Estate Purchase Agreement or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release hereby or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)thereby.

Confidentiality. (a) Each of the Seller parties to this Agreement shall use reasonable, good faith efforts to maintain as confidential, in accordance with such Person's normal practices and policies for protecting its own confidential information, this Agreement and the Servicer covenants other Financing Documents and agrees to hold in confidencethe terms and conditions thereof, and not disclose all other information delivered to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable such party in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser Group Fee Letter Agreement that is proprietary in nature and that was clearly marked or any other Transaction Document labeled or the identity of the Administrator or any Purchaser or Purchaser Agent), except otherwise identified as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosurebeing confidential information; provided, however, that each such Person may disclose information concerning the aforesaid Financing Documents or their terms and conditions or such other confidential information described above (i) as required in its counsel's opinion pursuant to the lawful requirements or requests of any Governmental Authority, (ii) as required in its counsel's opinion by any governmental or administrative rule, judicial process or subpoena, (iii) to their respective attorneys, accountants, advisers or consultants (but only on a confidential basis as provided below), (iv) to the extent necessary in its counsel's opinion to enforce such Person's rights or remedies or perform such Person's obligations under any of the Financing Documents or applicable law, (v) to the extent necessary or appropriate in the opinion of its counsel in connection with any litigation or other proceeding having it or any of its Affiliates as a party thereto, and (vi) Lender may disclose such information (i) to any actual or prospective assignee or participant of Lender. If Lender or any Credit Party discloses any information covered by this subsection to any of its Advisors and Representativesattorneys, (ii) to accountants, advisers or consultants, such Person shall advise such attorneys, accountants, advisers or consultants of the extent provisions of this Section but such Person shall not be liable for any misappropriation or misuse of such information has become available to the public by such attorneys, accountants, consultants or advisers other than as a result occasioned by such Person's own gross negligence or willful misconduct. The obligations of a disclosure by or through the Sellerparties under this Section 916 shall survive until one year after the date of any termination of this Agreement. Lender agrees, the Servicer or their Advisors and Representatives or (iii) upon request of Borrower following any termination of this Agreement, to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser return to Borrower any confidential or Purchaser Agent proprietary information of its intention Borrower delivered to make any such disclosure prior Lender pursuant to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)in Lender's possession.

Confidentiality. (a) Each Underlying Adviser will not disclose or use any records or information obtained pursuant to this Agreement except as reasonably required to execute transactions on behalf of the Seller Fund, and will keep confidential any non-public information obtained directly as a result of this service relationship, and the Servicer covenants and agrees to hold in confidence, and not Underlying Adviser shall disclose to any Personsuch non-public information only if the Manager, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document Lead Adviser or the identity of the Administrator Trust have authorized such disclosure by prior written consent, or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose if such information (i) is or hereafter otherwise is known by the Underlying Adviser or has been disclosed, directly or indirectly, by the Manager or the Trust to its Advisors and Representativesothers becomes ascertainable from public or published information or trade sources, (ii) or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) is reasonably required by Applicable Law, auditors or attorneys of the Underlying Adviser in connection with any legal the performance of their professional services or regulatory proceeding or (B) requested as may otherwise be contemplated by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this SectionAgreement. Notwithstanding the foregoing, it is expressly agreed the Trust and the Manager agree that each Underlying Adviser may (i) disclose in marketing materials and similar communications that Underlying Adviser has been engaged to manage assets of the SellerAllocated Portion pursuant to this Agreement, and (ii) include performance statistics regarding the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce Allocated Portion in such marketing materials, provided that Underlying Adviser shall not use the existence and principal amount name of the Commitments under this Agreement Fund in any material and in any manner relating to Underlying Adviser without first obtaining the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such PersonManager’s prior written consent thereto, and further provided that such use complies with applicable law and regulation. The Manager and the Lead Adviser shall not use the information provided by the Underlying Adviser to trade for their own account or for the account of any other person or try to “reverse engineer” the investment and trading methodologies and strategies of the Underlying Adviser. In addition, the Manager and the Lead Adviser will not disclose information regarding non-public portfolio holdings of the Allocated Portion to any other underlying adviser of the Fund except to the extent that such disclosure (i) is already publicly known, (ii) is expressly permitted, required or requested by applicable federal, state or other governmental regulatory authorities or any self-regulatory organizations, including the Trust’s obligations under the Investment Company Act of 1940, or (iii) is to a service provider or agent to the Trust (not including any other Underlying Adviser) that has a need to know such consent information in order to perform its duties to the Trust. Except as otherwise publicly known or ascertainable from public sources or is permitted under the Trust's policies on disclosure of portfolio holdings, the Manager and the Lead Adviser will keep confidential and will not disclose to be unreasonably withheldany person the specific portfolio holdings of the allocated Portion, conditioned the amount and rate of the sub-advisory fee payable with respect to each Fund’ Allocated Portion and any other non-public information regarding the Underlying Adviser and its affiliated persons, except to the extent that such disclosure is expressly required or delayed)requested by applicable federal, state or other governmental regulatory authorities or any self-regulatory organizations.

Confidentiality. Generally, the law protects the privacy of all communications between client and psychotherapist. I can release information to others about our work together only with your permission in writing. In most legal proceedings, you have the right to decide whether or not you want me to provide information about your treatment to someone who may be requesting it. However, you should be aware that in some situations, a judge may order me to turn over my records or testify if he or she determines that the issues warrant such an action. (aInitial here) Each There are also a few situations in which I am legally obligated to take action to prevent others from harm, which may involve disclosing information about a client’s treatment. For example, if a client threatens to harm himself or herself, I am obligated to seek hospitalization for this person, or contact friends or family who can provide protection. If a client is threatening serious harm to someone else, I am required to take actions to protect that person. Additionally, if I have reasonable suspicion of elder abuse, or child abuse or neglect, I am legally obligated to send a written report to the appropriate state agency and call this agency. These situations have rarely occurred in my practice, and if a similar situation occurs in our work together, I will make every effort to discuss it with you before taking any action. (Initial here) Confidentiality of email, cell phone and fax communication It is very important to be aware that email and cell phone communication can be relatively easily accessed by unauthorized people, therefore, the confidentiality of such communication can be compromised. Please notify me at the beginning of treatment if you want to avoid or limit in any way the use of any or all of the Seller above mentioned communication devices. I do not use email to communicate in any way other than for scheduling purposes. (Initial here) Client-Therapist privilege Client-therapist privilege results from the special relationship of the client and therapist from a legal perspective. If I receive a subpoena, I will assert this privilege until otherwise instructed by you, in writing. Please be aware that you may be giving up this privilege if you make your mental or emotional condition an issue in a legal proceeding. (Initial here) Litigation To maintain the Servicer covenants integrity of psychotherapy, I do not voluntarily communicate with an attorney regarding your treatment in any litigation or custody dispute in which you become involved. It is agreed that should there be legal proceedings (such as, but not limited to divorce and agrees custody disputes, injuries, lawsuits, etc.), neither you nor your attorney, nor anyone else acting on your behalf, will call on me to hold testify in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter court or any other Transaction Document proceeding, nor will a disclosure of the psychotherapy records be requested. (Initial here) Dual Relationships Psychotherapy never involves sexual, business, friendship or any other dual relationships that could impair my objectivity, clinical judgment or therapeutic effectiveness, or could be exploitative in nature. Please feel free to bring up any questions that you may have about this. Working with minors (people under the age of 18 years) If you are under 18 years of age, I will need your parents’ or legal guardian’s written permission to treat you, along with proof of guardianship. Consultation I regularly consult with other professionals in the field when I believe that doing so will help the psychotherapy. During such consultations, I make every effort to avoid revealing the identity of my clients. The consultant with whom I work is also bound to keep this information confidential. Contacting me Due to my work schedule, I am rarely immediately available by telephone, as I do not answer phone calls when I am working with clients. Please leave me a message on my confidential voicemail that I monitor regularly, and I will make every attempt to return your call within 24 hours, with the Administrator or any Purchaser or Purchaser Agent)exception of weekends and holidays. If you are also difficult to reach, except as please let me know the Administrator and each Purchaser Agent best times that I may have consented be able to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in reach you directly. In the case of clause an emergency If you are experiencing an emergency and you cannot reach me, you can call the NAMI Crisis Intervention Line: (iii000) above, 000-0000; (800) LIFENET; the Seller and Police (911); or you can proceed to the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)nearest hospital emergency room.

Confidentiality. The Releasing Parties agree to keep this Agreement and its terms and conditions strictly confidential and shall not disclose this Agreement, or its terms and conditions to any person or entity in any manner whatsoever for any reason, except that the Releasing Parties shall be entitled to disclose this information (a) Each to their respective directors, officers, employees, financial advisors, tax consultants, legal counsel, and accountants, provided that each such recipient shall be advised ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Seller text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Servicer covenants Securities Exchange Act. of its confidentiality and agrees shall agree to hold be bound by this provision of this Agreement; (b) to a court, arbitrator or mediator in confidenceorder to enforce its terms; and/or (c) as may be required by applicable law (including securities laws), regulation, or stock exchange rules and regulations, including in response to a regulator’s request, valid subpoena, court order, or other compulsory legal process. Without limiting the foregoing, nothing herein shall prohibit, however, the Releasing Parties from disclosing the fact that they have settled the Lawsuit or the terms of the settlement as described in Section 1 above. The Parties shall consult with each other before issuing, and not disclose provide each other the opportunity to review and promptly comment upon, any Person, press release or other public statement with respect to the terms of this Agreement, including any Form 8-K filing, and shall not issue any such press release or make any such public statement or filing prior to such consultation. Upon receipt of any order, subpoena or other compulsory legal process demanding production or disclosure of this Agreement or any Purchaser Group Fee Letter (including any fees payable of its terms, or when they believe that disclosure is required by law, Rainbow, Cablevision, DISH, DISH Media, MSG Holdings, MSG and EchoStar Corporation each agree that they will promptly notify the other Parties in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or writing of the anticipated disclosure and the identity of the Administrator individual or any Purchaser entity requesting the disclosure or Purchaser Agent)the source of the disclosure obligation, except as the Administrator and each Purchaser Agent may have consented to in writing no later than ten (10) business days prior to any proposed disclosurethe date the disclosure is to be made, or sufficiently in advance as is reasonably practicable under the circumstances; provided, however, that it may disclose no such information notice shall be required for any disclosure that is (ia) substantially similar to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives for which notification has previously been provided in accordance with this Section 4 or (iiib) to permitted under the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each second sentence of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)immediately preceding paragraph.

Confidentiality. (a) Each of the Seller Issuer and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter Agreement or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerIssuer, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Issuer and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Issuer and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section; provided, however, that the Servicer shall not be responsible for the acts or omissions of the Issuer. Notwithstanding the foregoing, it is expressly agreed that each of the SellerIssuer, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Issuer consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each of the Seller Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group such Fee Letter Letters or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser AgentDocument), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and RepresentativesRelated Parties, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the SellerBorrower, the Servicer or their Advisors and Representatives Related Parties or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors Related Parties and agrees that its Representatives and Advisors Related Parties will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrower, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. (a) Each The Shareholder agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with the Shareholder’s investment in the Company. Until the date that is two years after the Shareholder no longer owns any Ordinary Shares, the Shareholder agrees that it shall keep confidential, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to keep confidential, the Confidential Information in accordance with this Section 3.02 and shall only use such Confidential Information in connection with monitoring its investment in the Company and not for any other purpose; provided that the Company acknowledges that the Shareholder or its Representatives may (A) invest in or have general knowledge with respect to the industry in which the Company operates and that additional general industry knowledge (i.e., general public knowledge which is not Confidential Information) may be gained by the Shareholder or its Representative from reviewing the Confidential Information that cannot be separated from the Shareholder’s or its Representative’s overall knowledge and (B) retain certain mental impressions of the Seller Confidential Information (it being understood that a mental impression is what a person retains when such person has not intentionally memorized the information or retained notes or other aids to help retain such memory) and, provided that the Shareholder or its Representative does not otherwise disclose any Confidential Information to a third party in violation of this Section 3.02, such general knowledge and mental impressions shall be permitted to be used in the Servicer covenants ordinary course of such the Shareholder’s or its Representative’s business and is not intended to be limited by this Section 3.02. The Shareholder further acknowledges and agrees to hold in confidence, and that it shall not disclose any Confidential Information to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent that Confidential Information may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information be disclosed (i) to its Advisors and Representativesthe Shareholder’s Representatives with respect to the Shareholder’s investment in the Company, (ii) to in the extent such information has become available to case of the public other than as a result Shareholder Designee, in the performance of a disclosure by his or through her duties for and/or on behalf of the SellerCompany and its Subsidiaries, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawapplicable law, rule or regulation or by a governmental authority (including the rules of any relevant stock exchange and complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which the Shareholder or any of its Representatives is subject; provided that the Shareholder agrees to give the Company prompt prior notice of such request(s), to the extent legally permissible, so that the Company may at its sole cost seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation or governmental authority)), provided that no such notice or other action shall be required in respect of any disclosure made to any banking, financial, accounting, securities or similar supervisory authority exercising its routine supervisory or audit functions, or (iv) in connection with the enforcement of any legal right or regulatory proceeding remedy relating to this Agreement or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer transactions contemplated hereby. The Shareholder agrees to be responsible for any breach by its Representatives of the applicable provisions of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)3.02.

Confidentiality. (a) Each The Purchaser acknowledges that Confidential Information has been and may in the future be made available to it in connection with its investment in the Company. The Purchaser agrees that it shall, and shall cause any person to whom Confidential Information is disclosed pursuant to clause (i) below (collectively, "Representatives") to, keep the Confidential Information confidential and use the Confidential Information solely in connection with its investment in the Company. The Purchaser further acknowledges and agrees that it shall not disclose any Confidential Information to any person, except that Confidential Information may be disclosed (i) to any of the Seller Purchaser's Affiliates or any of the Purchaser's or its Affiliates' respective directors, officers, employees, agents, advisors, attorneys, accountants, consultants, investment bankers or financing sources (or agents or trustees utilized by such financing sources) who reasonably require access to such information in connection with the Purchaser's investment in the Company, including to the extent related to the tax treatment and tax structure of the Servicer covenants Transactions, who in each case have been informed of the confidential nature of the Confidential Information, (ii) in the event and agrees to hold the extent that the Purchaser or any of its Representatives is required to disclose any Confidential Information by applicable law, legal process or other legal compulsion, whether or not in confidence, connection with any proceeding by or before a court of law or Governmental Entity (provided that it or such Representative shall (to the extent not prohibited by applicable law) give the Company prompt written notice of such requirement (and not disclose in any event prior to any Person, disclosure of Confidential Information in connection therewith) so that the Company may seek an appropriate order or other remedy protecting such Confidential Information from disclosure or waive compliance with the terms of this Agreement Section 4.14 (and it or any Purchaser Group Fee Letter (including any fees payable in connection such Representative shall use reasonable efforts to cooperate with this Agreementthe Company to obtain such protective order or other remedy, any Purchaser Group Fee Letter or any other Transaction Document or at the identity of the Administrator or any Purchaser or Purchaser AgentCompany's expense)), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to any person to whom the extent it should be (A) required by Applicable Law, Purchaser in good faith is contemplating a transfer of the Notes or Conversion Shares or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose Permitted Loan; provided that such information; provided, that, transfer would not be in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each violation of the Seller and the Servicer agrees to be responsible for any breach provisions of this Section by its Representatives Agreement and Advisors and agrees that its Representatives and Advisors will be such potential transferee is advised by it of the confidential nature of such information and shall agree agrees to comply be bound by a confidentiality agreement enforceable by the Company and consistent with the provisions of this Section. Notwithstanding Section 4.14, or (iv) to any regulatory authority or rating agency to which the foregoingPurchaser or any of its Affiliates is subject if and to the extent such information is requested by such authority or agency in an inspection, it is expressly agreed that each audit, review or investigation by such authority or agency of the SellerPurchaser or such Affiliate that is not specifically directed at the Confidential Information, the Servicer and their respective Affiliates may publish a press release Company or otherwise publicly announce the existence and principal amount any of the Commitments under this Agreement and the transactions contemplated herebyits Subsidiaries; provided that such authority or agency is advised of the Administrator confidential nature of such information and is requested to maintain the confidentiality of such information; and provided further that the Purchaser or such Affiliate shall (to the extent not prohibited by applicable law) give the Company prompt written notice of such requirement (and in any event prior to any disclosure of Confidential Information in connection therewith) so that the Company may seek an appropriate order or other remedy protecting such Confidential Information from disclosure or waive compliance with the terms of this Section 4.14 (and the Purchaser or such Representative shall use reasonable efforts to cooperate with the Company to obtain such protective order or other remedy, at the Company's expense). The Purchaser shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, responsible for any Purchaser, any Purchaser Agent or actions taken by any of their respective Affiliates without its Representatives of the applicable provisions of this Section 4.14 as if the Purchaser had taken such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)actions.

Confidentiality. (a) Each Prior to the Closing Date and after any termination of the Seller this Agreement, Buyer and the Servicer covenants its Affiliates will hold, and agrees will cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and not disclose information concerning the Company furnished to any Person, the terms of this Agreement Buyer or any Purchaser Group Fee Letter (including any fees payable its Affiliates in connection with the transactions contemplated by this Agreement, any Purchaser Group Fee Letter except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Buyer, or any other Transaction Document or (ii) in the identity public domain through no fault of the Administrator or any Purchaser or Purchaser Agent)Buyer, except as the Administrator and/or its Affiliates, their respective officers, directors, employees, accountants, counsel, consultants, advisors and each Purchaser Agent may have consented to in writing prior to any proposed disclosureagents; provided, however, provided that it Buyer may disclose such information (i) to its Advisors officers, directors, employees, accountants, counsel, consultants, advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or agents in connection with any legal or regulatory proceeding or (B) requested the transactions contemplated by any Governmental Authority to disclose this Agreement so long as such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited Persons are informed by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Buyer of the confidential nature of such information and are directed by Buyer to treat such information confidentially. Buyer shall agree be responsible for any failure to comply treat such information confidentially by such Persons. The obligation of Buyer and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, Buyer and its Affiliates will, and will cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to Seller, upon request, all documents and other materials, and all copies thereof, obtained by Buyer or its Affiliates or on their behalf from Seller or the Company in connection with this SectionAgreement that are subject to such confidence. Notwithstanding the foregoing, it is expressly agreed that each Buyer may disclose the terms of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and related documents in any SEC document if required to be filed under the transactions contemplated hereby; rules of either the Securities Act or Exchange Act rules or NYSE American listing rules, provided that such publication/disclosure is in reliance on the Administrator advice of counsel concluding that said publication is necessary, and to the extent necessary. Any press release by Buyer shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)coordinated in advance with Seller Parties.

Confidentiality. (a) Each Except as otherwise provided herein, each of the Seller Trustee and the Servicer covenants and hereby agrees to hold in confidencekeep the Manager Reports, the other reports required to be prepared and delivered pursuant to Section 4.02 and all other information relating to the Borrowers and its Affiliates received by them pursuant to the Mortgage Loan Documents (collectively, the “Information”) confidential, and such Information will not disclose be disclosed or made available to any PersonPerson by the Servicer, the terms of this Agreement Trustee or any Purchaser Group Fee Letter of their respective officers, directors, partners, employees, agents or representatives (including collectively, the “Representatives”) in any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or manner whatsoever without the identity prior written consent of the Administrator or any Purchaser or Purchaser Agent)Depositor, except as that the Administrator Servicer and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it the Trustee may disclose such information or make available Information (i) to its Advisors the Trustee, the Rating Agencies, the Initial Purchasers and Representativesthe Depositor, (ii) to Security Owners or Securityholders that have delivered a written confirmation substantially in the extent form of Exhibit H-1 hereto (or such information has become available other form as may be acceptable to the public other than as Depositor) to the effect that such Person is a result legal or beneficial holder of a disclosure by Security or through the Selleran interest therein and will keep such Information confidential, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawprospective purchasers of Securities or interests therein, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, that have delivered a written confirmation substantially in the case form of clause Exhibit H-2 hereto (iiior such other form as may be acceptable to the Trustee) aboveto the effect that such Person is a prospective purchaser of a Security or an interest therein, is requesting the Seller and the Servicer will Information for use reasonable efforts to maintain confidentiality in evaluating a possible investment in Securities and will otherwise keep such Information confidential and (unless otherwise prohibited by Applicable Lawiv) notify to any other Person to whom disclosure is expressly permitted hereby (including, following the Administrator and the affected Purchaser or Purchaser Agent occurrence of its intention to make an Event of Default, a prospective purchaser of any such disclosure prior to making such disclosure. Each REO Property and/or any of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Equity Interests of the confidential nature Borrowers or the Guarantor), so long as such other Person shall have delivered a written confirmation substantially in the form of Exhibit H-3 hereto (or such information and shall agree other form as may be acceptable to comply with this Section. Notwithstanding the foregoing, it is expressly agreed Trustee) to the effect that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no Person will keep such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Information confidential.

Confidentiality. (a) Each In the event that the Borrower provides to the Agent or the Lenders written confidential information belonging to the Borrower, if the Borrower shall denominate such information in writing as "confidential", the Agent and the Lenders shall thereafter maintain such information in confidence in accordance with the standards of care and diligence that each utilizes in maintaining its own confidential information. This obligation of confidence shall not apply to such portions of the Seller and information which (i) are in the Servicer covenants and agrees public domain, (ii) hereafter become part of the public domain without the Agent or the Lenders breaching their obligation of confidence to hold in confidencethe Borrower, and not disclose (iii) are previously known by the Agent or the Lenders from some source other than the Borrower, (iv) are hereafter developed by the Agent or the Lenders without using the Borrower's information, (v) are hereafter obtained by or available to the Agent or the Lenders from a third party who owes no obligation of confidence to the Borrower with respect to such information or through any other means other than through disclosure by the Borrower, (vi) are disclosed with the Borrower's consent, (vii) must be disclosed either pursuant to any PersonGovernmental Requirement or to Persons regulating the activities of the Agent or the Lenders, or (viii) as may be required by law or regulation or order of any Governmental Authority in any judicial, arbitration or governmental proceeding. Further, the terms Agent or a Lender may disclose any such information to any other Lender, any Affiliate of any Lender, any independent petroleum engineers or consultants, any independent certified public accountants, any legal counsel employed by such Person in connection with this Agreement or any Purchaser Group Fee Letter Security Instrument, including without limitation, the enforcement or exercise of all rights and remedies thereunder, or any assignee or participant (including any fees payable prospective assignees and participants) in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureLoans; provided, however, that it may disclose the Agent or the Lenders shall receive a confidentiality agreement from the Person to whom such information (i) to its Advisors and Representatives, (ii) to is disclosed such that said Person shall have the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts same obligation to maintain the confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionas is imposed upon the Agent or the Lenders hereunder. Notwithstanding anything to the foregoingcontrary provided herein, this obligation of confidence shall cease three (3) years from the date the information was furnished, unless the Borrower requests in writing at least thirty (30) days prior to the expiration of such three year period, to maintain the confidentiality of such information for an additional three year period. The Borrower waives any and all other rights it is expressly agreed that each of may have to confidentiality as against the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Agent and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release Lenders arising by contract, agreement, statute or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)law except as expressly stated in this Section 12.15.

Confidentiality. (a) The parties recognize that, in connection with the performance of this Agreement, the Company may provide the Stockholders with access to, or otherwise furnish or make available to the Stockholders certain Confidential Information. Each of the Seller and the Servicer covenants and agrees to hold in confidence, Stockholder shall keep all Confidential Information strictly confidential and not disclose any Confidential Information to any other Person, except as may be requested or legally compelled (in either case pursuant to the terms of this Agreement a valid and effective subpoena or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter order issued by a Governmental Entity or any other Transaction Document pursuant to a civil investigative demand or the identity of the Administrator similar judicial or any Purchaser or Purchaser Agentlegal process), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it each Stockholder may disclose such information Confidential Information to (i) its Representatives who need to know such Confidential Information for purposes of evaluating or monitoring such Stockholder’s investment in the Company and who agree to be bound by the terms of this Section 5.4 or otherwise have a professional duty of confidentiality with respect to information received from such Stockholder, it being acknowledged and agreed by each Stockholder that such Stockholder shall be liable for any breach of this Section 5.4 by any of its Advisors and Representatives, (ii) proposed Permitted Transferees in connection with a proposed Transfer of shares of Series A Preferred Stock or shares of Common Stock (it being understood and agreed by each Stockholder that (A) prior to the extent any such information has become available to the public other than as a result of a disclosure by or through the Sellerdisclosure, the Servicer or their Advisors Stockholder shall inform the prospective Permitted Transferee of the confidential nature of the information, and Representatives (B) such Stockholder shall be liable for any breach of this Section 5.4 by such prospective Permitted Transferee), or (iii) to any Permitted Initial Stockholder LP that is bound by a customary written confidentiality obligation that contains reasonable restrictions on the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such use and disclosure of the Company’s non-public information; provided, provided that, in the case for purposes of this clause (iii), (x) abovesuch Confidential Information is limited to financial and other information regarding the Company or its Subsidiaries that is contractually required or customarily provided to existing or prospective investors in the Initial Stockholder, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Lawy) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to Stockholder shall be responsible for any breach of this Section 5.4 by such Person. Furthermore, no Stockholder shall, and each Stockholder shall cause its Representatives not to, use any Confidential Information for any purpose whatsoever other than to evaluate, monitor, manage or ascribe a value to its investment in the Company or enforce its rights under this Agreement, it being acknowledged and Advisors agreed by each Stockholder that such Stockholder shall be liable for any breach of this Section 5.4 by any of its Representatives. In furtherance of the foregoing, each Stockholder shall take precautions that are reasonable, necessary and appropriate to guard the confidentiality of the Confidential Information and shall treat such Confidential Information with at least the same degree of care which it applies to its own confidential and proprietary information. In the event that any Stockholder (or any Affiliate or Representative thereof) is requested or required to disclose any Confidential Information pursuant to this Section 5.4, it shall provide prompt written notice to the Company of the proposed disclosure prior to such disclosure and shall cooperate with the Company in good faith, at the Company’s cost and expense, in any effort the Company undertakes in order to obtain a protective order or other similar remedy. In the event that such protective order or other remedy either is not obtained or does not completely block such disclosure, or that the Company waives compliance with this provision, such Stockholder will furnish only that portion of such Confidential Information that such Stockholder is advised by legal counsel is legally required and will exercise its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded such information. Each Stockholder hereby acknowledges and agrees that its Representatives all Confidential Information is and Advisors will be advised by it shall at all times remain the sole and exclusive property of the confidential nature Company or its Subsidiaries, as applicable. For the avoidance of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Sellerdoubt, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce terms of this Section 5.4 shall survive the existence and principal amount termination of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Agreement.

Confidentiality. (a) Each of the Seller and the Servicer covenants Purchaser each expressly acknowledges and agrees to hold in confidencethat, unless and not disclose to any Personuntil the Closing occurs, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure transactions contemplated by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided terms, conditions, and negotiations concerning the same will be held in the strictest confidence by each of them and will not be disclosed by either of them except to their respective legal counsel, accountants, consultants, officers, investors, clients, partners, directors, and shareholders, and except and only to the extent that such disclosure may be necessary for their respective performances hereunder or as otherwise required by applicable law. Seller acknowledges that Purchaser will disclose the Administrator existence of this Agreement and the transaction described herein in a filing with the Securities and Exchange Commission (“SEC”) in accordance with rules and regulations under the Securities Act, and will also issue a press release setting forth information about this transaction consistent with the disclosures in the fling with the SEC. Seller shall be provided a reasonable opportunity have the right to review approve such press release or other public announcement prior to its release and provide comment thereon; providedrelease, further, that no such press release which approval shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed. Purchaser further acknowledges and agrees that, until the Closing occurs, all information obtained by Purchaser in connection with the Property (other than information which is otherwise public information, which is subsequently disclosed by Seller to other third parties without requiring execution by such third parties of a confidentiality agreement, or which is disclosed to Purchaser by a third party without violating any existing confidentiality obligations owed to Seller), will not be disclosed by Purchaser to any third persons without the prior written consent of Seller. Nothing contained in this Article XII will preclude or limit either party to this Agreement from disclosing or accessing any information otherwise deemed confidential under this Article XII in connection with that party's enforcement of its rights following a disagreement hereunder, or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities required by reason of the transactions provided for herein or pursuant to an opinion of counsel. Nothing in this Article XII will negate, supersede or otherwise affect the obligations of either party under the Inspection and Confidentiality Agreement. The provisions of this Article XII will survive any termination of this Agreement.

Confidentiality. (a) Each I agree that in the course of my participation in the Activities, I may have access to personal and/or health care information of other persons. I agree to maintain the confidentiality of such information, to use such information only as necessary to do my job as a volunteer, and to comply with Habitat for applicable policies regarding such information. Photographic/Recording Release. I hereby grant and convey unto the Released Parties all right, title and interest in any and all photographs and video/audio/electronic recordings of me, including as to my name, image and voice, made by or on behalf of any of the Seller Released Parties during my Activities with the Released Parties, including, but not limited to, the right to use such materials for any purpose and the Servicer covenants and agrees to hold any royalties, proceeds or other benefits derived from them. I understand that I will not have any ownership interest in confidenceor to such photographs, images and/or recordings, I have not been provided or promised any compensation to me, and not disclose to I hereby waive any Personrights, the terms privileges or claims based on any right of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreementpublicity, any Purchaser Group Fee Letter privacy, ownership or any other Transaction Document rights arising, relating to or resulting from the identity photographs, images and/or recordings. I understand and agree that this paragraph also applies to my minor child(ren) who are volunteering. Other. I expressly agree that this Release is intended to be as broad and inclusive as permitted by state law. I further agree that in the event any clause or provision of this Release is held invalid by any court of competent jurisdiction, the Administrator invalidity of such clause or provision shall not otherwise affect the remaining clauses or provisions of this Release, which shall continue to be enforceable. Further, a waiver of a right under this Release by a Released Party does not prevent the exercise of any Purchaser or Purchaser Agent)other right. I have carefully considered my decision, except as the Administrator benefits and each Purchaser Agent may risks involved, and hereby give my informed consent to participate in all volunteer Activities. I have consented to in writing prior to read and understand this Release and Waiver of Liability, I acknowledge that any proposed disclosure; providedquestions of mine have been answered, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) I voluntarily agree to the extent such information has become available above provisions. It is my intent to the public other than as a result bind my heirs, next of a disclosure by or through the Sellerkin, the Servicer or their Advisors assigns and Representatives or legal representative. SIGNATURE OF VOLUNTEER 18 YEARS OR OLDER: Volunteer: Name (iiiplease print): Signature: Address: Phone: (H) to the extent it should be (AC) required by Applicable Law, or in connection with any legal or regulatory proceeding or Email: Date of Birth: Witness: Name (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).please print): Signature: EMERGENCY CONTACT INFORMATION FOR VOLUNTEER OVER 18 YEARS OF AGE:

Confidentiality. Licensee and Licensee Subsidiaries hereby acknowledges that Palm represents that the Software, in whatever form, are the valuable trade secrets of Palm or its suppliers and Licensee and Licensee Subsidiaries agrees that for a period of five (a5) Each years from expiration or termination of the Seller this Agreement to hold such trade secrets and the Servicer covenants and agrees to hold Software in strict confidence, and not to use or disclose such trade secrets or the Software, except as permitted hereunder. Licensee and Licensee Subsidiaries further acknowledges that Palm or its suppliers retain all title to the Software recorded on the original media and all subsequent copies regardless of the form or media. Licensee and Licensee Subsidiaries may disclose the Software to: (i) its employees and contract employees (i.e. contractors that are directly engaged by Licensee or Licensee Subsidiaries to work on Licensee’s and Licensee Subsidiaries’ premises (“Contractors”)), who have a need to know, and (ii) any other party with Palm’s prior written consent. Prior to any Personsuch disclosure or such request by Licensee, Licensee or Licensee Subsidiaries must have an appropriate agreement with any such party sufficient to require the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable party to treat the Software in connection accordance with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator . Licensee and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it Licensee Subsidiaries may disclose such information (i) to its Advisors and Representatives, (ii) the Software to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawlaw, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority but must give Palm prompt prior notice to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use allow Palm a reasonable efforts opportunity to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionobtain a protective order. Notwithstanding the foregoing, it is expressly agreed that each use or disclosure by Licensee, Licensee Subsidiaries and Contractors of Residuals will not be deemed to be a breach of the Seller, obligation set forth in this Section 8. The term “Residuals” means that information of general nature in non-tangible form which may be retained in unaided human memory (i.e. without reference to any document and without the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce intent to memorize the existence and principal amount of information) by those who had access to the Commitments under Software as authorized by this Agreement and the transactions contemplated hereby; provided is of such nature that the Administrator shall be provided a reasonable opportunity acquisition of it by these people amounts to review such press release no more than an enhancement of the personal knowledge, skill or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify experience used by them in the Administrator, any Purchaser, any Purchaser Agent or any exercise of their respective Affiliates duties. The obligations set forth in this Section 8 shall not apply to any part of the Software that (i) is now or hereafter, through no unauthorized act or failure to act on Licensee’s or Licensee’s Subsidiaries’ part, in the public domain; (ii) becomes known to Licensee or Licensee Subsidiaries without an obligation of confidentiality; (iii) is hereafter rightly received by Licensee or Licensee Subsidiaries without restriction on disclosure; (iv) is furnished to a third party by Palm without restriction on disclosure; or (v) is independently developed by Licensee or Licensee Subsidiaries. Nothing contained in this Agreement gives Licensee or Licensee Subsidiaries: (i) the right to use, disclose, publish or disseminate, except as set forth elsewhere in this Agreement (A) the source of Residuals, (B) any financial, statistical or personnel data of Palm or its suppliers, or (C) anything that is not of a general nature, such Person’s prior written consent as the business plans or business secrets of Palm or its suppliers; or (such consent not to be unreasonably withheldii) any license rights under patents, conditioned copyrights, design rights or delayed)trade or service marks of Palm or its suppliers.

Confidentiality. (a) Each Buyer and Seller agree that the existence of this Agreement, all of the Seller terms, conditions and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms provisions of this Agreement and any information obtained by Buyer, Seller, the Buyer Parties, the Seller Parties or any Purchaser Group Fee Letter (including any fees payable of Buyer’s or Seller’s respective advisors, lenders or investors in connection with this AgreementAgreement (collectively, “Permitted Outside Parties”), including, without limitation, the Due Diligence Materials (but excluding any Purchaser Group Fee Letter information generally available to the public other than by reason of Buyer’s or Seller’s breach of their respective obligations hereunder) are and shall be treated as confidential and shall be used only to evaluate the possible acquisition of the Property by Buyer from Seller. Buyer and Seller agree not to divulge any information described in this Section 11.19 before Closing, except when required by applicable laws, court orders and/or any rules or regulations of the Securities and Exchange Commission or any other Transaction Document stock exchange or capital markets (but only then after notice thereof to the identity other party and provided that the disclosing party shall use reasonable efforts to limit the disclosure to the minimum required under the circumstances) and except to such Permitted Outside Parties who “need to know” to assist Buyer and Seller in connection with the consummation of the Administrator transactions contemplated in this Agreement, so long as Buyer or Seller (as applicable) first obtains each such party’s agreement to treat all such information as confidential as if they were a party hereto. Except as expressly contemplated by or necessary to implement the provisions of this Agreement, neither party shall issue any Purchaser press release or Purchaser Agent), except as make any public statements or disclosure regarding the Administrator and each Purchaser Agent may have consented to in writing transactions contemplated by this Agreement without the other party’s prior to any proposed disclosurewritten consent; provided, however, that it may disclose upon the Effective Date and at such information time as the transactions contemplated herein close, Buyer and Seller shall reasonably cooperate and coordinate the preparation and issuance of press releases announcing the execution of this Agreement and the sale (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, thatapplicable), in the case of clause (iii) above, the Seller form and content mutually agreeable to both Buyer and Seller. In permitting Buyer and the Servicer will use reasonable efforts Permitted Outside Parties to maintain review the Due Diligence Materials, this Agreement and other information, Seller has not waived any privilege or claim of confidentiality with respect thereto. Buyer and will (unless otherwise prohibited by Applicable Law) notify the Administrator Seller understand and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for agree that any breach of this Section by its Representatives 11.19 will result in ongoing and Advisors irreparable harm to Seller or Buyer, as applicable, and agrees that its Representatives monetary damages will not be completely sufficient to remedy any such breach. Therefore, Buyer or Seller, as applicable, shall be entitled to seek specific performance or injunctive or other equitable relief in the event of any such breach in addition to monetary damages and Advisors will any other remedies that may be advised by it available to Buyer or Seller, as applicable. This Section 11.19 shall survive the Closing or any termination of this Agreement. Notwithstanding anything in this Section 11.19 to the contrary, Buyer and Seller and their respective affiliates shall have the right to disclose any information deemed confidential nature of such information and shall agree herein as necessary to comply with all applicable laws, court orders and any rules or regulations of the Securities and Exchange Commission (but only after notice thereof to the other party). Nothing in this SectionSection 11.19 shall be interpreted as modifying or limiting any of the confidentiality or non-disclosure provisions within that certain Confidential Disclosure Agreement between the parties dated and effective September 29, 2014 (“CDA”) and, from and after Closing, Buyer shall be bound by all such provisions for the period provided in the CDA. Notwithstanding the foregoing, (i) Buyer shall be permitted to divulge to third-parties that it is expressly agreed that each of has a contractual right to purchase the SellerProperty, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated herebyOutside Closing Date, provided Buyer does not discuss any other specific terms and conditions of this Agreement; provided that the Administrator and (ii) Seller shall be permitted to divulge to third-parties that it has entered into a contract to sell the Property, and the Outside Closing Date, provided a reasonable opportunity to review such press release or Seller does not discuss any other public announcement prior to its release specific terms and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any conditions of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)this Agreement.

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees to hold in confidenceAs a Supplier, and you agree that you will not disclose to any Person, the terms of this Agreement or third party any Purchaser Group Fee Letter (including any fees payable in connection with this Agreementinformation whatsoever concerning OrderWork, any Purchaser Group Fee Letter Buyer or the Buyer’s end customer unless you can prove that such information is already in the public domain at the time of disclosure. To the fullest extent permissible by law (and save always in relation to any existing business with any Buyer separate from that obtained through OrderWork), you shall not, without OrderWork’s prior written consent solicit or approach OrderWork’s Buyer or any other Transaction Document contact or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent referral that you may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than receive as a result of a disclosure by work that you have carried out for that Buyer: (i) in the context of offering or through winning new business with the Seller, the Servicer Buyer or their Advisors and Representatives any referral or contact from that Buyer in any way similar to that undertaken via OrderWork; or (iiiii) act in any manner prejudicial to OrderWork’s relationship with the Buyer or any contact or referral from that Buyer (or any future relationship and/or contract(s)) with the Buyer or any contact or referral; provided always that this shall exclude any bona fide bid for provision of (and thereafter performance of any awarded) IT services, in response to the extent Buyer’s (or a contact or referral of the Buyer) invitation to tender (“ITT”) for same (and provided always that such ITT has not been induced or suggested by you). In the context of any actual or threaten breach by you of all or any part of the provision(s) of this clause, it should is expressly acknowledged by the parties that damages would not be an adequate remedy, and accordingly OrderWork shall be entitled to seek an injunction, interim order or similar equitable relief, to restrain, prevent or avoid same. Furthermore, when you accept a Work Order from OrderWork or a Buyer which involves or relates to work on behalf of the Buyer’s customer (A) required by Applicable LawEnd Customer), you agree not to solicit further work from that End Customer without the prior written approval of OrderWork and the Buyer. This clause will only be waived if you can prove that you have carried out the same type of work for that End Customer (or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, division of the End Customer in the case of clause (iii) abovean End Customer with several divisions), in the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure 6 months prior to making such disclosure. Each the acceptance of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Work Order.

Confidentiality. (a) Each of the Seller and the Servicer covenants and XXXXXXXXXX agrees to hold in confidencemaintain the confidentiality of its records pursuant to WIC Sections 827 and 10850-10853, the CDSS MPP, Division 19-000, and not disclose all other provisions of law, and regulations promulgated thereunder relating to privacy and confidentiality, as each may now exist or be hereafter amended. All records and information concerning any Personand all persons referred to CONTRACTOR by COUNTY or COUNTY’s designee shall be considered and kept confidential by CONTRACTOR and CONTRACTOR’s employees, agents, subcontractors, and all other individuals performing services under this Contract. CONTRACTOR shall require all of its employees, agents, subcontractors, and all other individuals performing services under this Contract to sign an agreement with CONTRACTOR before commencing the provision of any such services, agreeing to maintain confidentiality pursuant to State and federal law and the terms of this Agreement Contract. CONTRACTOR shall inform all of its employees, agents, subcontractors, and all other individuals performing services under this Contract of this provision and that any person violating the provisions of said California state law may be guilty of a crime. CONTRACTOR agrees that any and all subcontracts entered into shall be subject to the confidentiality requirements of this Contract. CONTRACTOR agrees to maintain the confidentiality of its records with respect to Juvenile Court matters, in accordance with WIC Section 827, all applicable statutes, caselaw, and Orange County Juvenile Court Policy regarding Confidentiality, as it now exists or may hereafter be amended. No access, disclosure, or release of information regarding a child who is the subject of Juvenile Court proceedings shall be permitted except as authorized. If authorization is in doubt, no such information shall be released without the written approval of a Judge of the Juvenile Court. CONTRACTOR must receive prior written approval of the Juvenile Court before allowing any Purchaser Group Fee Letter (including child to be interviewed, photographed, or recorded by any fees payable in connection with this Agreementpublication or organization, or to appear on any Purchaser Group Fee Letter radio, television, or internet broadcast or make any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosureappearance. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Such approval shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Personrequested through child’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Social Worker.

Confidentiality. (a) Each From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and any registration statement which registers the Securities or statements regarding the Subscribers’ ownership of the Seller Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless (i) expressly agreed to in writing by Subscribers, (ii) as needed in any dispute or proceeding with a Subscriber, (iii) in response to an inquiry by a governmental agency or a self-regulatory organization or (iv) to the extent required by law and then only upon not less than four (4) days prior notice to Subscribers. The Company will specifically disclose in each Form 8-K filed until the Servicer covenants End Date the amount of Common Stock outstanding immediately prior to such filing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and agrees while a Note, Warrants, Additional Investment Rights, Conversion Shares or Warrant Shares are held by such Subscribers, unless the Company has in good faith determined that the matters relating to hold such notice or information do not constitute material, nonpublic information relating to the Company or unless such information is delivered to such Subscriber pursuant to a nondisclosure agreement between the Company and such Subscriber whereby such Subscriber has agreed to maintain material nonpublic information in confidence, and not the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to any PersonSubscribers contains material, nonpublic information relating to the terms of this Agreement Company or any Purchaser Group Fee Letter (including any fees payable Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five (5) days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers; provided that such failure to provide such information will not be deemed to be a default by the Company under the Transaction Documents. In the absence of any Purchaser Group Fee Letter such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company. Notwithstanding anything to the contrary herein, the Company shall have no obligation to file a Report on Form 8-K and/or provide prior notification to a Subscriber in advance of delivering any notice or information that contains material nonpublic information to any other Transaction Document Subscriber who is serving as a director or the identity officer of the Administrator Company at the time of disclosure. The Company agrees that any information known to Subscriber as of the Closing Date not already made public by the Company on or any Purchaser or Purchaser Agent), except as after the Administrator filing of the Form 8-K required to be filed pursuant to Section 9(o) below may be made public and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors disclosed by the Subscriber unless and Representatives, (ii) to the extent that such information was disclosed to such Subscriber pursuant to a nondisclosure agreement between the Company and such Subscriber whereby such Subscriber has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts agreed to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such material nonpublic information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)in confidence.

Confidentiality. For the purposes of this Section 7.2, the term “Confidential Information” means information delivered to the Purchaser by or on behalf of the Company or any Subsidiary of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement (including, without limitation, any information regarding the transactions contemplated hereby provided prior to the Closing Date), provided that such term does not include information that (a) Each was publicly known or otherwise known to the Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by the Purchaser or any person or entity acting on the Purchaser’s behalf, or (c) otherwise becomes known to the Purchaser other than through disclosure by the Company or any Subsidiary of the Seller and Company. The Purchaser will maintain the Servicer covenants and agrees confidentiality of such Confidential Information in accordance with procedures adopted by the Purchaser in good faith to hold in confidenceprotect confidential information of third parties delivered to the Purchaser, and not provided that the Purchaser may deliver or disclose Confidential Information to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) its directors, officers, employees, agents, attorneys and affiliates (to its Advisors and Representativesthe extent such disclosure reasonably relates to the administration of the investment represented by the purchased Shares), (ii) to the extent such information has become available to the public its financial advisors and other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it professional advisors who are made aware of the confidential nature of such information, or (iii) any other person or entity to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to the Purchaser, (y) in response to any subpoena or other legal process or (z) in connection with any litigation to which the Purchaser is a party. The Purchaser agrees to provide the Company with reasonable prior notice of any proposed delivery or disclosure of Confidential Information pursuant to clause (iii) of the foregoing sentence and to use commercially reasonable best efforts to cause the person or entity to which such delivery or disclosure is made to agree in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 7.2. The Purchaser hereby acknowledges that it is aware, and that it will advise its representatives who have knowledge of Confidential Information, that the United States securities laws prohibit any person who has material, non-public information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and shall agree the Purchaser agrees to comply and cause its representatives to comply with this Sectionsuch laws. Notwithstanding the foregoing, it is expressly agreed that each any provision of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement to the contrary, this Section 7.2 shall not limit the effect of any confidentiality agreement between the Company and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)which confidentiality agreement shall remain in full force and effect in accordance with its terms.

Confidentiality. (a) Each of the Seller Agent and the Servicer covenants Lender agrees (on behalf of itself and agrees each of its affiliates, directors, officers, employees and representatives) to hold use reasonable precautions to keep confidential, in confidenceaccordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, and not disclose any non-public information supplied to any Person, it by the terms of Borrower pursuant to this Agreement or any Purchaser Group Fee Letter the other Loan Documents which is identified in writing by the Borrower as being confidential at the time the same is delivered to such Person (including any fees payable in connection with this Agreementand which at the time is not, any Purchaser Group Fee Letter and does not thereafter become, publicly available or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agentavailable to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), except as provided that nothing herein shall limit the Administrator and each Purchaser Agent may have consented to in writing prior to disclosure of any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representativesthe extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority, (ii) to the extent such information has become available to the public other than as a result of a disclosure by counsel for any Agent or through the Sellerany Lender, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawexaminers, auditors, accountants or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such informationSecuritization parties; provided, thatthat the Agents and the Lenders shall not be entitled to disclose the identity of the Collateral Value Insurer or the Contingent Collateral Value Insurer to the Rating Agencies or, except as provided below, provide a copy of the Collateral Value Policy to the Rating Agencies, in each case, without the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each written consent of the Seller and Collateral Value Insurer or the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoingContingent Collateral Value Insurer, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereonas applicable; provided, further, that no such press release the Agents and the Lenders shall name be permitted to disclose a copy of the Collateral Value Policy and the Contingent Collateral Value Policy to the Rating Agencies and to investors (or otherwise identify prospective investors) and their counsel or other advisors of any indebtedness issued by the AdministratorLender that relates to this Financing Agreement and the Eligible Insurance Premium Loans financed hereunder so long as the identity of the Collateral Value Insurer and the Contingent Collateral Value Insurer is redacted, (iv) in connection with any Purchaser, litigation to which any Purchaser Agent or the Lender is a party or (v) to any of their respective Affiliates without assignee or participant (or prospective assignee or participant) so long as such Person’s prior written consent assignee or participant (such consent not or prospective assignee or participant) first agrees, in writing, to be unreasonably withheld, conditioned or delayed)bound by confidentiality provisions similar in substance to this Section 12.19.

Confidentiality. (a) Each of the Seller Sellers and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any other Purchaser or Purchaser AgentParty), except as the Administrator Administrative Agent and each Purchaser Group Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the any Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable LawLaw (including applicable SEC requirements), or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the each Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Sellers and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerSellers, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any other Purchaser Agent Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, following the public disclosure by the Parent of this Agreement and the transactions contemplated hereby pursuant to applicable securities laws, the Sellers consent to the publication by the Administrative Agent or any other Purchaser Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. I understand and agree that my performance of services for the Company (athe “Services”) Each creates a relationship of confidence and trust between me and the Company with respect to (i) all Proprietary Information (as defined in Section 7 herein) and (ii) Third Party Information (as defined in Section 7 herein). The information referred to in clauses (i) and (ii) of the Seller preceding sentence is referred to in this Agreement, collectively, as “Confidential Information.” At all times, both during my relationship with the Company and after its termination, I will, subject to the Servicer covenants exceptions set forth herein, keep in confidence and agrees to hold in confidencetrust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing my duties to the Company. The restrictions set forth in this Section 1 will not apply to information that is generally known now or in the future to the public or in the trade, unless such knowledge results from an unauthorized disclosure by me, but this exception will not affect the application of any Person, other provision of this Agreement to such information in accordance with the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionprovision. Notwithstanding the foregoing, it is expressly agreed I acknowledge that each of nothing in this agreement or in any policy or agreement with the SellerCompany shall be construed or applied to prohibit or limit me (or my counsel) from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before, the Servicer Securities and their respective Affiliates may publish a press release Exchange Commission, the Department of Justice, FINRA, any other self-regulatory organization, or otherwise publicly announce any other governmental, law enforcement, or regulatory authority, regarding any reporting of, investigation into, or proceeding concerning suspected violations of law. I further acknowledge that I am not required to advise or seek permission from the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided Company before engaging in any such activity, but that, in connection with any such activity, I must inform such authority that the Administrator shall information provided is confidential. Despite the foregoing, I recognize that I am not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information I came to learn during the course of employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine, as the Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. I further acknowledge that I am hereby advised that, pursuant to U.S. federal law, an individual may not be provided held criminally or civilly liable under any federal or state trade secret law for the disclosure of a reasonable opportunity trade secret that is made (a) (i) in confidence to review such press release a federal, state, or local government official or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other public announcement prior to its release and provide comment thereon; provideddocument filed in a lawsuit or other proceeding, further, that no if such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)filing is made under seal.

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees to hold Except as set forth in confidencethis Section 6.2(a) Purchaser shall keep, and not disclose shall cause all of its Affiliates, directors, officers, employees and agents (and its Affiliates’ respective directors, officers, employees and agents) (such Affiliates and other Persons with respect to any Personparty being collectively referred to as such party’s “Representatives”) to keep confidential, and Purchaser shall not and shall cause (including by enforcing the terms of any confidentiality or similar agreements) its Representatives to not, disclose any Seller Information. Purchaser and its Representatives shall use the Seller Information solely for the purpose of fulfilling the obligations and exercising the rights of Purchaser under this Agreement Agreement. Purchaser shall not use the Seller Information for commercial purposes or to obtain any competitive advantage with respect to Seller. Purchaser shall be responsible for any breach of the obligations set forth in this Section 6.2(a) by Purchaser or any of its Representatives. If Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any of its Representatives is required by Law or requested by a Governmental Authority to disclose any Seller Information, Purchaser shall provide Seller with prompt notice of any such request or requirement, so that Seller may seek an appropriate protective order or other Transaction Document or appropriate remedy. Purchaser shall use all reasonable efforts, at Seller’s sole expense, to assist Seller in obtaining a protective order. If, in the identity absence of the Administrator or such a protective order, Purchaser concludes, after consultation with counsel, that it is legally required to disclose Seller Information to any Governmental Authority, Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent its Representatives may have consented disclose only such information which such counsel advises is legally required to in writing prior be disclosed to any proposed disclosuresuch Governmental Authority; provided, however, that it may disclose such information (i) Purchaser shall give Seller reasonable advance written notice of the information to its Advisors be disclosed and, at Seller’s request and Representativessole expense, seek to obtain assurances that it will be accorded confidential treatment, 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 Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with neither Purchaser nor any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make Representatives shall be liable for any such disclosure prior unless such disclosure to making such disclosurea Governmental Authority was caused by or resulted from a previous disclosure by Purchaser or its Representatives not permitted by this Section 6.2(a). Each The obligations of Purchaser under this Section 6.2(a) with respect to Seller Information relating to (i) the North America Business, shall terminate at Closing (it being understood that all proprietary information included among the Transferred Assets shall become the proprietary information of Purchaser at Closing) and (ii) the Non-North America Business, shall terminate upon the second anniversary of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated herebyClosing; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement if this Agreement is terminated prior to its release and provide comment thereon; providedClosing, further, that no such press release obligations shall name or otherwise identify terminate upon the Administrator, any Purchaser, any Purchaser Agent or any second anniversary of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)termination.

Confidentiality. CARGILL DIRECT agrees to respect and protect the confidentiality of information pertaining to the Client. Client agrees to respect and protect the confidentiality of CARGILL DIRECT’s strategies to the fullest extent practicable. Client shall (1) limit access to and knowledge of CARGILL DIRECT’s advice, positions, trades and trading methods to those with a reasonable need to know, (2) prevent others under its control from knowingly duplicating in other accounts the positions and trades recommended to Client, and (3) shall not duplicate, reprint or resell any of the advice or the printed material provided to Client by CARGILL DIRECT. Notwithstanding the foregoing, Client and CARGILL DIRECT acknowledge and agree that (a) Each of the Seller Client may provide such information to any wholly-owned Affiliate which owns or operates an ethanol production facility, for which Cargill and the Servicer covenants Affiliate have entered into agreements similar in nature to the Goods and Services Agreements, provided that such Affiliate agrees to hold in confidencebe bound by the terms hereof or otherwise agree to maintain the confidential nature of such information, and not disclose provided further that Client may no longer provide such information to the owner of such ethanol production facility after the owner is no longer wholly-owned by the Client, (b) Client may provide such information to the Financing Parties and any Personexisting or potential parties to Risk Management Transactions and guarantors, to rating agencies, to Persons to which offering statements or other disclosure documents associated with the terms private or public offering of this Agreement debt securities by or any Purchaser Group Fee Letter (including any fees payable on behalf of Client are provided, to financial institutions and other Persons providing or expressing interest in providing debt financing or refinancing, lease financing and/or credit support in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity construction and operation of the Administrator Ethanol Facility, and to Persons that are potential equity participants or any Purchaser transferees or Purchaser Agent)purchasers of the Ethanol Facility, except as provided that such Person executes a confidentiality agreement in substantially the Administrator form of Exhibit C hereto in which such Person agrees (i) to be bound by the terms hereof or otherwise agree to maintain the confidential nature of such information, and (ii) to use such information only for purposes of evaluating their investment or other involvement in the Ethanol Facility, and (c) each Purchaser Agent Party may have consented provide such information to in writing prior to any proposed disclosure; providedits board members and equity owners consistent with its internal governance practices. Notwithstanding the foregoing, however, that it Client may disclose such information (i) if requested by any governmental authority, if subject to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawsubpoena, or in connection with any legal litigation, arbitration or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)dispute.

Confidentiality. Notwithstanding anything to the contrary contained elsewhere herein, Purchaser hereby acknowledges that all information furnished by Seller to Purchaser or obtained by Purchaser in the course of Purchaser’s investigation of the Property, or in any way arising from or relating to any and all studies or entries upon the Property by Purchaser, its agents or representatives, shall be treated as confidential information, and further, that if any such confidential information is disclosed to third parties, Seller may suffer damages and irreparable harm. In connection therewith, Purchaser hereby expressly understands, acknowledges, covenants and agrees (a) Each that Purchaser will not make any press release (except in the form mutually agreed upon by Seller and Purchaser) or other public disclosure concerning this transaction and, until the Close of Escrow, Purchaser will not disclose any of the contents or information contained in or obtained as a result of any Due Diligence Reports or any other studies made in connection with Purchaser’s investigation of the Property, in any form whatsoever (including, but not limited to, any oral information received by Purchaser during the course of Purchaser’s inspection of the Property), to any party other than (i) the Seller, Seller’s employees, agents or representatives, or Purchaser’s agents, employees, representatives, consultants or potential institutional lenders, without the prior express written consent of Seller (which consent shall not be unreasonably withheld), (ii) in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or as otherwise required to comply with laws or in connection with a dispute or litigation or arbitration between Purchaser and Seller; (iii) or to Purchaser’s lenders and their respective directors, officers, employees, agents and consultants; and (iv) to any permitted transferee or assignee of Purchaser and their respective directors, officers, employees and agents; (b) that in making any disclosure of such information as permitted hereunder, Purchaser will advise said parties of the confidentiality of such information and the potential of damage to Seller and the Servicer covenants liability of Purchaser and agrees such other party as a result of any disclosure of such information by said party; (c) to hold in confidence, and not disclose to any Person, the terms furnish Seller with copies of this Agreement all Due Diligence Reports or any Purchaser Group Fee Letter (including any fees payable other studies made in connection with Purchaser’s inspection, study or investigation of the Property within a reasonable time (not to exceed ten (10) days) of receipt of same by Purchaser on the terms set forth in Section 4. B.(3); and (d) that Seller is relying on Purchaser’s covenant not to disclose any of the contents or information contained in any such Due Diligence Reports or investigations to third parties (all of which is deemed to be confidential information by the provisions of this Section 43). In the event this Agreement is terminated, Purchaser agrees to return to Seller all information, studies, and Due Diligence Reports Purchaser or Purchaser’s agents have obtained or commissioned with respect to the Property or the condition of the Property, on the terms set forth in Section 4. B(3) together with all documents Seller provided to Purchaser. This provision shall survive the early termination of this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to if Purchaser purchases the extent such information has become available to the public other than as a result of a disclosure by or through the SellerProperty, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach terms of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors 43 will be advised by it of the confidential nature of such information and shall agree cease to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish apply except for Purchaser’s agreement to not make a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify disclosure concerning the Administrator, any Purchaser, any Purchaser Agent or any confidential aspects of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)this transaction.

Confidentiality. (a) Each of the Seller Borrowers and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group the Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group the Fee Letter or any other Transaction Document or the identity of the Administrator Administrative Agent or any Purchaser or Purchaser Agentother Credit Party), except as the Administrator Administrative Agent and each Purchaser Agent Lender may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Sellerany Borrower, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable LawLaw (including applicable SEC requirements), or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller each Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator Administrative Agent and the affected Purchaser or Purchaser Agent Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Seller Borrowers and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the SellerBorrowers, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided provided, that the Administrator Administrative Agent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further, that no such press release shall name or otherwise identify the AdministratorAdministrative Agent, any Purchaser, any Purchaser Agent other Credit Party or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, following the public disclosure by Holdings of this Agreement and the transactions contemplated hereby pursuant to applicable securities laws, the Borrowers consent to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.

Confidentiality. The Recipient agrees to keep the Evaluation Material confidential and agrees to not disclose it to any other person, other than those of its directors, officers, employees, partners, agents and advisors (such persons, the “Representatives”) who need to know such information to assist the Recipient in determining whether to participate in a Transaction; provided that, the Recipient may disclose, such Evaluation Material (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement if it is or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become becomes generally available to the public other than as a result without any violation of a disclosure by this Agreement on the part of the Recipient or through the Seller, the Servicer or their Advisors and Representatives or anyone to whom it discloses Evaluation Material; (iiib) if it becomes available to the extent it should Recipient on a non-confidential basis from a source which is not known to Recipient, after reasonable inquiry, to be prohibited from disclosing any portion of the Evaluation Material to the Recipient; (Ac) as required by Applicable Lawlaw or regulation, provided that the Recipient will provide the Company with prompt prior notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; and (d) which was or is independently developed by Recipient without using the Evaluation Material or violating its obligations hereunder. As a condition to the furnishing of Evaluation Material to the Representatives of Recipient, Recipient shall cause its Representatives to treat such information in connection accordance with any legal the provisions of this Agreement and to perform or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in comply with the case obligations of clause (iii) above, Recipient with respect to the Seller and the Servicer Evaluation Material as contemplated hereby. Recipient agrees that it will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be fully responsible for any breach of any of the provisions of this Section Agreement by its Representatives Representatives. In considering a Transaction and Advisors reviewing the Evaluation Material, the Recipient confirms that it is acting solely on its own behalf and agrees not as part of a group with any third parties. The Recipient will not, directly or indirectly, enter into any agreement, arrangement or understanding, or any discussions that may lead to the same, with any person regarding a possible transaction involving the Company. The Recipient and its Representatives and Advisors will be advised by it of not disclose the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided fact that the Administrator shall be provided Evaluation Material has been made available to them or that discussions or negotiations are taking place between the parties concerning a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Transaction or any of their respective Affiliates without such Person’s prior written consent the terms, conditions or other facts with respect thereto (such consent not to be unreasonably withheld, conditioned or delayedincluding the status thereof).

Confidentiality. Each of the Administrative Agent and each Lender agrees to keep any information delivered or made available by any Obligor pursuant to this Agreement confidential from anyone other than persons employed or retained by the Administrative Agent or such Lender who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing such information (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, persons employed or retained by the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter Administrative Agent or any other Transaction Document Lender who are engaged in evaluating, approving, structuring or administering the identity credit facility contemplated hereby, (b) to any other Person if reasonably incidental to the administration of the Administrator or any Purchaser or Purchaser Agent), except credit facility contemplated hereby so long as the Administrator and each Purchaser Agent may have consented such Person agrees to in writing prior to any proposed disclosure; provided, however, that it may disclose keep such information (i) to its Advisors and Representativesconfidential in accordance with the provisions of this Section 10.11, (iic) to upon the extent such information has become available to order of any court or administrative agency, (d) upon the public request or demand of any regulatory agency or authority, (e) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or through any Lender prohibited by this Agreement or, to the Sellerknowledge of the Administrative Agent or such Lender, the Servicer or their Advisors and Representatives or by any other Person as a result of a disclosure by such Person in violation of an obligation of confidentiality, (iiif) to the extent it should be (A) required by Applicable Lawnecessary, or in connection with any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party, (g) to the extent necessary in connection with the exercise of any remedy hereunder, (h) to such Lender's or the Administrative Agent's legal or regulatory proceeding counsel and independent auditors or (Bi) requested subject to an agreement containing provisions substantially similar to those contained in this Section, to (i) any actual or proposed Participant or Assignee or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations. Each Lender and the Administrative Agent shall give the Company prompt notice of any disclosure made by such Lender or the Administrative Agent, as the case may be, as permitted pursuant to clauses (c), (d) (other than any such disclosure made by any Governmental Authority Lender to disclose bank examiners during any examination of such information; providedLender conducted in the ordinary course by such examiners) or (f) of this Section, thatbut solely to the extent permitted by law and, in the case of any disclosure permitted pursuant to clause (iii) abovef), solely to the Seller extent that the interests of such Lender or the Administrative Agent, as the case may be, and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify applicable Obligor in the Administrator and the affected Purchaser or Purchaser Agent of its intention to make relevant litigation are not adverse in any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)material respect.

Confidentiality. (a) Each The Company shall not be required to comply with any information rights or inspection rights of this Section 3 in respect of any Investor, ME Common Holder or Key Holder whom the Company’s disinterested Board reasonably determines to be a competitor of the Seller Company, provided, that an Investor, ME Common Holder or Key Holder shall not be deemed to be a competitor solely because such Investor, ME Common Holder (or such Investor’s or ME Common Holder’s Affiliates or employees, partners, members or managers of such Investor’s or ME Common Holder’s Affiliates) or Key Holder holds an interest in or sits on the board of directors of a competitor; nor shall the Company be obligated to disclose any information which a disinterested Board (upon advice of counsel) determines in good faith is attorney-client privileged. The Company shall not be obligated to disclose details of contracts with, or work performed for, specific customers and other business partners where to do so could reasonably be determined to violate confidentiality obligations to those parties (upon advice of counsel). Each Investor, ME Common Holder and each Key Holder agrees that it will not use any information received by it pursuant to this Agreement in violation of the Servicer covenants and agrees Exchange Act or in a manner that would harm the Company or reproduce, disclose or disseminate such information to hold in confidenceany other person (other than its employees, agents, members, managers or partners having a need to know the contents of such information, and not disclose to any Personits attorneys and other advisors bound by confidentiality obligations), the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally. Notwithstanding the foregoing, any Purchaser Group Fee Letter Investor, ME Common Holder or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it Key Holder may disclose such proprietary or confidential information (i) to any partner, member or Affiliate of such Investor, ME Common Holder or Key Holder solely for the purpose of evaluating its Advisors investment in the Company (including Affiliate venture capital funds and Representativesmanagement companies of any Investor, ME Common Holder or Key Holder or any Affiliate venture capital fund); (ii) to the extent at such information has become available to time as it enters the public other than as a result domain through no fault of a disclosure by such Investor, ME Common Holder or through the Seller, the Servicer or their Advisors and Representatives or Key Holder; (iii) that is communicated to it free of any obligation of confidentiality known to Investor, ME Common Holder or Key Holder; (iv that is developed by such Investor, ME Common Holder, Key Holder or their agents independently of and without reference to any confidential information, trade secrets or classified information communicated by the extent it should be Company to such Investor, ME Common Holder or Key Holder; (Av) required by Applicable Lawto any prospective purchaser of any Registrable Securities from the Investor or Major Common Holder, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose if such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer prospective purchaser agrees to be responsible for any breach bound by the provisions of this Section 3.3; or (vi) as required by its Representatives applicable law; and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no any Investor, ME Common Holder or Key Holder may provide financial information to its partners or members as required by any partnership agreement or limited liability operating agreement so long as such press release shall name partners or otherwise identify members are advised of and comply with the Administrator, any Purchaser, any Purchaser Agent or any confidentiality provisions of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)this Section 3.3.