Common use of Confidential Information Clause in Contracts

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to shall mean (i) its directors, trustees, officers, employees, agents, attorneys and affiliates Highly Confidential Information (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notesas defined below), (ii) any other technology, software development tools, methodologies, processes, algorithms, test data sets and test data cases and related documentation that CI Plus LLP provides to Licensee hereunder in order to facilitate Licensee’s exercise of its financial advisors rights and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms performance of this Section 20its obligations hereunder, and (iii) any other holder information of any NoteCI Plus LLP and information of Licensee, (iv) any Institutional Investor to each of which it sells is clearly marked as “Confidential” or offers to sell such Note a similar expression when disclosed in written or any part thereof electronic form, or any participation therein (if such Person has agreed indicated as “Confidential” when disclosed orally and confirmed in writing within thirty (30) calendar days after such disclosure. “Confidential Information” shall not include information which: (a) was in the possession of, or was known by, the receiving party ("Recipient") prior to its receipt from the disclosing party (“Discloser), without an obligation owed to Discloser, or its licensors, to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement by the “Recipient”; (c) is obtained by Recipient from a third party, without an obligation owed to such third party to keep such information confidential; or (d) is independently developed by Recipient without use of any Confidential Information of the other party. Recipient agrees that it shall use reasonable care to keep the Confidential Information of the other party strictly confidential and not disclose it to any other person except to its Affiliates and its and their respective employees, contractors, consultants, agents, customers and representatives (other than Members) who have a “need to know” for the purposes of this Agreement and are obligated by Licensee to be bound by the provisions same confidentiality obligation which Recipient is bound by under this Exhibit H, provided however that Recipient may disclose Highly Confidential Information only in accordance with Section 2 of this Section 20)Exhibit H. Recipient shall be responsible for any breach of such confidentiality obligation by such parties, including former employees, Affiliates, contractors, consultants, agents, customers (vother than Members) any Person from which it offers to purchase any Security and representatives. Recipient shall protect the Confidential Information of the Company (if such Person has agreed other party with the same degree of care as it normally uses in writing prior the protection of its own similar confidential and proprietary information, but in no case with any less than reasonable care. Notwithstanding anything in this Exhibit H to its receipt of such the contrary, Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary disclosed by Recipient pursuant to the order or appropriate (w) to effect compliance with any lawrequirements of a court or governmental administrative agency or other governmental body of competent jurisdiction, rule, regulation or order applicable to such Purchaser, provided that (x) Discloser has been notified of such a disclosure request immediately after Recipient knows such order or requirements in response order to any subpoena afford Discloser reasonable opportunity to obtain a protective order or other legal process, otherwise prevent or limit the scope of such disclosure to the extent permitted by law and (y) Recipient cooperates in connection good faith with such efforts by Discloser. The obligations under this Exhibit H shall terminate three years after the date of the last shipment of product using the Licensed Technology by Licensee or any litigation other licensee of the Licensed Technology; provided that Sections 2.0(b), 2.0(c), and 3.0 in this Exhibit H shall cease to which such Purchaser is a party or (z) if an Event apply when the Recipient has returned all tangible embodiments of Default has occurred and is continuing, Licensed Technology in its possession to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingDiscloser.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. The Employee hereby acknowledges that in connection with his employment by the Employer he has been provided and may in the future be provided Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is made, developed or compiled by the Employee or otherwise has been or is made available to him) regarding the business and operations of the Related Parties. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets and deemed proprietary by the Related Parties. For the purposes of this Section 20Agreement, “"Confidential Information” means " includes, without limitation, any information delivered heretofore or hereafter acquired, developed or used by any of the Related Parties relating to Business Opportunities or Intellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Related Parties, whether oral or in written form. The Employee agrees that all Confidential Information is and will remain the property of one or more of the Related Parties. The Employee further agrees, except for disclosures occurring in the good faith performance of his duties for the Related Parties, during the Employment Term and for a period of two (2) years after the Termination Date, to hold in the strictest confidence all Confidential Information, and not to, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any Purchaser by person or on behalf entity any portion of the Company in connection with Confidential Information or use any Confidential Information for his own benefit or profit or allow any person, entity or third party, other than the transactions contemplated by Related Parties and authorized executives of the same, to use or otherwise pursuant gain access to any Confidential Information. The Employee will have no obligation under this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include with respect to any information that (a) was publicly known or otherwise known to such Purchaser prior becomes generally available to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser public other than through as a result of a disclosure by the Company Employee or (d) constitutes financial statements delivered his agent or other representative or becomes available to such Purchaser the Employee on a non-confidential basis from a source other than the Related Parties. Further, the Employee will have no obligation under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain this Agreement to keep confidential any of the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such that a disclosure reasonably relates of it is required by law or is consented to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Employer, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this AgreementLegacy; provided, any Purchaser or holder of however, that if and when such a Note disclosure is required to agree to a confidentiality undertaking (whether through IntraLinksby law, another secure websitethe Employee promptly will provide the Employer with notice of such requirement, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not so that an appropriate protective order may be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingsought.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement the Financing Documents that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companynature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (wx) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, ; (y) in connection with any litigation subpoena or other legal process; provided, however, that in the event a Purchaser or holder of any Note receives a subpoena or other legal process to which disclose Confidential Information to any party, such Purchaser is or holder shall, if legally permitted, notify the Company thereof as soon as possible after such Purchaser or holder has determined that it will respond to such subpoena or legal process so that the Company may seek a party protective order or other appropriate remedy; provided further, however, that notwithstanding the foregoing, no such Purchaser or holder shall be subject to any liability for responding to such subpoena or legal process regardless of whether the Company shall have been able to obtain such a protective order or avail itself of such other appropriate remedy; or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any other Financing Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades21. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreementany Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 2021, this Section 20 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 21 shall supersede any such other confidentiality undertaking.

Confidential Information. For (a) The Company, PubCo, New SubCo, Merger Sub and the purposes Sellers agree that during the Interim Period and, in the event this Agreement is terminated in accordance with Article XII, for a period of this Section 20two (2) years after such termination, “they shall, and shall cause their respective Representatives to: (i) treat and hold in strict confidence any Acquiror Confidential Information” means information delivered to , and will not use for any Purchaser by or on behalf of the Company purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise pursuant make available to this Agreement any third party any of the Acquiror Confidential Information without Acquiror’s prior written consent; and (ii) in the event that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosurePubCo, (b) subsequently becomes publicly known through no act or omission by such Purchaser New SubCo, Merger Sub, any Seller or any person acting on such Purchaser’s behalfof their respective Representatives, (c) otherwise becomes known to such Purchaser other than through disclosure by during the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 Interim Period or, in the event that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information this Agreement is terminated in accordance with procedures adopted by Article XII, for a period of two (2) years after such Purchaser in good faith termination, becomes legally compelled to protect confidential information of third parties delivered to such Purchaserdisclose any Acquiror Confidential Information, provided that such Purchaser may deliver or disclose Confidential Information to (iA) its directors, trustees, officers, employees, agents, attorneys and affiliates (provide Acquiror to the extent legally permitted with prompt written notice of such disclosure reasonably relates to the administration of the investment represented by its Notesrequirement so that Acquiror or an Affiliate thereof may seek, at Acquiror’s cost, a protective Order or other remedy or waive compliance with this Section 10.5(a), and (iiB) its financial advisors and in the event that such protective Order or other professional advisors who agree to hold confidential the remedy is not obtained, or Acquiror (including on behalf of any Acquiror Party) waives compliance with this Section 10.5(a), furnish only that portion of such Acquiror Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information legally required to be delivered provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Acquiror Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to this Agreement is terminated and the transactions contemplated hereby are not consummated, the Company, PubCo, New SubCo, Merger Sub and the Sellers shall, and shall cause their respective Representatives to, promptly destroy any and all copies (in whatever form or medium) of Acquiror Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon. Notwithstanding the foregoing, the Company or its Subsidiaries and each Signing Seller shall be permitted to disclose Acquiror Confidential Information to any prospective Joining Seller and in connection with the transactions any activities contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this under Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking10.8(a).

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosureThe Back-up Servicer, (b) subsequently becomes publicly known through no act or omission by such Purchaser or each subservicer and any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such successor Servicer shall hold in confidence all Confidential Information in accordance with the Federal Financial Privacy Law and, to the extent more exacting, its then customary procedures, and each represents and warrants that it has in place, and will continue to maintain, sufficient systems and procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, do so; provided that such Purchaser may deliver nothing herein shall prevent the Back-up Servicer, any subservicer or disclose any successor Servicer from delivering copies of any financial statements and other documents whether or not constituting Confidential Information Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, trustees, officers, employees, agents, attorneys agents and affiliates (professional consultants to the extent necessary to carry on the Back-up Servicer's, such disclosure reasonably relates to subservicer's or such successor Servicer's business, as applicable, in the administration of the investment represented by its Notes)ordinary course, (ii) its financial advisors and any Noteholder, Certificateholder or the Note Insurer to the extent that such Noteholder, Certificateholder or the Note Insurer is entitled to such information under this Agreement or any other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20Basic Document, but not otherwise, (iii) any other holder of any Notegovernmental authority which specifically requests (or as to which applicable regulations require) such information, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about in connection with the rating of the Notes by such Purchaser’s investment portfolioagency, or (viiiv) any other Person to which such delivery or disclosure may be necessary or appropriate (wa) to effect in compliance with any applicable law, rule, regulation or order applicable to such Purchaserorder, (xb) in response to any subpoena or other legal process, (yc) in connection with any litigation to which the Back-up Servicer, such Purchaser subservicer or such successor Servicer, as applicable, is a party party, (d) in order to enforce the rights of the Noteholders, each Certificateholder and the Note Insurer hereunder or under any other Basic Document, or (ze) if an Event of Default has occurred and is continuingotherwise, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection accordance with the delivery Federal Financial Privacy Law; provided, that, prior to any holder of a Note of information required to be delivered to such holder under this Agreement disclosure, the Back-up Servicer, such subservicer or requested by such holder successor Servicer, as applicable, shall inform each such party (other than a holder that is a any Noteholder, Certificateholder, the Note Insurer or any other party to this Agreement or the Basic Documents) that receives Confidential Information of the foregoing requirements and shall use its nominee), commercially reasonable best efforts to cause such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies party to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingrequirements.

Confidential Information. For the purposes of this Section 20Each Lender, “Confidential Information” means information delivered each L/C Issuer and Agent agrees to any Purchaser by or on behalf of the Company use all reasonable efforts to maintain, in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted information obtained by such Purchaser in good faith it pursuant to protect confidential information of third parties delivered to such Purchaserany Loan Document, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower’s consent, (ii) its financial advisors to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and other professional advisors who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteCredit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Governmental Authority, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, financing sources, direct or contractual counterparties to any Secured Rate Contracts and to their respective Related Persons, in each case to the extent such assignees, investors, participants, financing sources, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, L/C Issuer or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender, L/C Issuer or Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 9.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 9.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For (a) Each Shareholder (a “Restricted Party”) (i) shall, and shall cause its officers, directors, employees, attorneys, accountants, auditors and agents, to the purposes extent such Persons have received any Confidential Information (as defined herein) (collectively “Representatives”) and its Affiliates and their Representatives, to the extent such Persons have received any Confidential Information, to maintain in strictest confidence the existence and terms of this Section 20Agreement and any and all confidential information relating to the Company, “Confidential Information” means the other Shareholders or QFIN that is proprietary to the Company, the other Shareholders or QFIN, as applicable, or otherwise not available to the general public, including, but not limited to, information delivered to any Purchaser by or on behalf about properties, employees, finances, businesses and operations of the Company Company, the other Shareholders or QFIN and all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by a receiving Shareholder or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to or acquired by such Shareholder in connection with the transactions investment contemplated by or otherwise pursuant to this Agreement that is proprietary in nature herein (“Confidential Information”) and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information (ii) shall not disclose, and shall cause its Representatives, the directors of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure Company designated by the Company Management SPVs or FountainVest (das applicable) constitutes financial statements delivered and their Representatives not to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserdisclose, provided that such Purchaser may deliver or disclose Confidential Information to any Person other than to the other Shareholders and the Company (iincluding the agents, employees and attorneys thereof and the directors of the Company designated by the Management SPVs or FountainVest (as applicable)), except only to the extent such disclosure (A) is required by Law or legal process (including pursuant to any listing agreement with, or the rules or regulations of, any national securities exchange on which any securities of such Shareholder (or any Affiliate thereof) are listed or traded) in which event the Shareholder making such disclosure or whose Affiliates or Representatives are making such disclosure shall so notify the other Shareholders as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; and (B) in the case of FountainVest, (x) is to its directorsAffiliates, trusteespartners (limited or general), officersaffiliated investment or co-investment funds or other Person with participation rights in respect of FountainVest or its affiliated investment or co-investment funds, (y) is to its advisors, employees, agents, attorneys and affiliates accountants, or attorneys, or (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (iiz) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO oris for customary fund-raising purposes, in each case, any similar organizationon a need-to-know basis; provided, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, in each case of clauses (x) in response to any subpoena or other legal process), (y) in connection with any litigation to which such Purchaser is a party or and (z) if an Event of Default has occurred and is continuing), to so long as the extent Persons being disclosed such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection information have been advised of the rights confidential nature of such information and remedies under agree to keep such Purchaser’s Notes and this Agreement. Each holder of Confidential Information confidential in a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of manner consistent with this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking6.05.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will agrees to maintain the confidentiality of such Confidential the Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser(as defined below), provided except that such Purchaser Information may deliver or disclose Confidential Information to be disclosed (i) to its and its Affiliates’ directors, trustees, officers, employees, employees and agents, attorneys including accountants, legal counsel and affiliates other advisors (it being understood that the Persons to the extent whom such disclosure reasonably relates to the administration is made will be informed of the investment represented by its Notesconfidential nature of such Information and instructed to keep such Information confidential), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any other holder of any Notesubpoena or similar legal process, (iv) to any Institutional Investor other party to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Agreement, (v) in connection with the exercise of any Person from which it offers remedies hereunder or any suit, action or proceeding relating to purchase any Security this Agreement or the enforcement of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any federal assignee of, or state regulatory authority having jurisdiction over such Purchaserany prospective assignee of, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (vii) with the consent of the Company, (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to any Purchaser on a nonconfidential basis from a source other than the Company or (ix) to the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to . For the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits purposes of this Section 20 as though it were a party to this Agreement. On reasonable request by Section, “Information” means all information received from the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries business, other than any such information that is available to any Purchaser on a nonconfidential basis prior to disclosure by the Company. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the transactions contemplated by or otherwise same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Purchasers agrees to use reasonable commercial efforts (if it may legally do so) to provide prior notice of any disclosure of Information pursuant to this Agreement, any Purchaser clauses (ii) or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwiseiii) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingabove.

Confidential Information. For the purposes of this Section 2015, “Confidential Information” means information delivered (either orally or in writing) to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companynature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates Affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesBonds), (ii) its auditors, financial advisors and other professional advisors or any other Holder who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2015, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note Bond or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2015), (viv) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2015), (viv) any federal or state regulatory authority having jurisdiction over such Purchaser, (viivi) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viiivii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes Bonds, the Indenture and this Agreement. Any Holder (and any employee, representative or other agent of such Holder) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the taxpayer relating to such tax treatment and tax structure. The authorization in the immediately preceding sentence is not intended to permit, and does not permit, disclosure of any information not related to the tax treatment or tax structure of the transaction, including, for example, the identities of participants or potential participants and any Confidential Information regarding the operations or finances of the Company and its Subsidiaries. Each holder of a NoteHolder, by its acceptance of a NoteBond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 15 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note Holder of information required to be delivered to such holder Holder under this Agreement or requested by such holder Holder (other than a holder Holder that is a party to this Agreement or its nominee), such holder Holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades15. In the event that that, as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note Holder is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which that is different from this Section 2015, this Section 20 15 shall not be amended thereby and, as between such Purchaser or such holder Holder and the Company, this Section 20 15 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person Person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Agent, the purposes Purchasers and the holders of this Section 20the Notes agree to maintain the confidentiality of the Information (as defined below), “Confidential Information” means information delivered except that Information may be disclosed (a) 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 confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any Purchaser by or on behalf of the Company other party hereto; (e) in connection with the transactions contemplated by exercise of any remedies hereunder or otherwise pursuant under any other Note Document or any action or proceeding relating to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalfother Note Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Article 20, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) any assignee of, or any prospective assignee of, any of its directorsrights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, trusteesderivative or other transaction under which payments are to be made by reference to the Company and its obligations, officersthis Agreement or payments hereunder, employees, agents, attorneys and affiliates (g) on a confidential basis to any rating agency in connection with rating the Company or its Subsidiaries; (h) with the consent of the Company; or (i) to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena becomes publicly available other than as a result of a breach of this Article 20 or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, becomes available to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary Agent, any Purchaser, or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note or any of information required to be delivered to such holder under this Agreement or requested by such holder (their respective Affiliates on a non-confidential basis from a source other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified in writing when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such The Purchaser or any person acting on such Purchaser’s behalfthe Operating Partnership, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser their respective affiliates, as the case may be, will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser party in good faith to protect confidential information of third parties delivered to such Purchaserparty; provided, provided that such the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notesthe Preferred Units), ; (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, 8; (iii) any other holder of any Note, Preferred Units; (iv) any Institutional Investor accredited investor to which it the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, sells or offers to sell such Note Preferred Units or any part thereof or any participation therein (if such Person person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), 8); (v) any Person person from which it the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, offers to purchase any Security security of the Company Operating Partnership, the Company, or any of their respective Subsidiaries (if such Person person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), 8); (vi) any federal or state regulatory authority having jurisdiction over such Purchaserthe Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be; and (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person person to which such delivery or disclosure may be necessary or appropriate (wv) to effect compliance with any law, rule, regulation or order applicable to such Purchaserthe Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be; (xw) in response to any subpoena or other legal process, ; (yx) in connection with any litigation to which such the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, is a party party; (y) in connection with the assumption by the Company of any debt; or (z) if an Event of Default (as such term is defined in the Amendment) or other Optional Repurchase Event (as such term is defined in the Amendment) has occurred and is continuing, to the extent such the Purchaser or the Operating Partnership, the Company or their respective affiliates, as the case may be, may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Without the prior written consent of the Operating Partnership and the Company, on the one hand, and the Purchaser, on the other hand, no party hereto may make an announcement, issue an advertisement or a press release, or otherwise make any publicly available statement concerning this Agreement or the transactions contemplated hereby, other than as required by or pursuant to U.S. federal or state securities laws. Each holder of a NotePreferred Units, by its acceptance of a Notesuch Preferred Units, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking8.

Confidential Information. For Administrative Agent and each Bank agree that all documentation and other information made available by any Credit Party to any Agent or any Bank under the purposes terms of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that shall (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (except to the extent such documentation or other information is publicly available or hereafter becomes publicly available other than by action of Administrative Agent or such Bank, or was therefore known or hereinafter becomes known to Administrative Agent or such Bank independent of any disclosure reasonably relates to thereto by any Credit Party) be held in the strictest confidence by Administrative Agent or such Bank and used solely in the administration and enforcement of the investment represented by its Notes), (ii) its financial advisors Loan from time to time outstanding from such Bank to Borrower and other professional advisors who agree to hold confidential in the Confidential Information substantially in accordance with the terms prosecution or defense of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) proceedings arising in connection with herewith; provided, that (i) Administrative Agent or such Bank may disclose documentation and information to Administrative Agent and/or any litigation to Bank which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee)any Affiliates thereof, and (ii) Administrative Agent or such holder will enter into Bank may disclose such documentation or other information to any other bank or other Person to which such Bank sells or proposes to make an agreement with the Company embodying the provisions of this Section 20. A holder of assignment or sell a Note, by receipt of Confidential Information, hereby also acknowledges that trading participation in the Company's Securities may Loan hereunder if such other bank or Person, prior to such disclosure, agrees in writing to be prohibited under bound by the terms of the confidentiality statement customarily employed by Administrative Agent in connection with such potential transfers. Notwithstanding the foregoing, nothing contained herein shall be construed to prevent Administrative Agent or a Bank from (a) making disclosure of any information (i) if required to do so by applicable lawsLaw or regulation or accepted banking practices, rules and regulations and (ii) to any governmental agency or regulatory body having or claiming to have authority to regulate or oversee any aspect of such Bank’s business or that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any of such prohibited trades. In the event that as a condition to receiving access to information relating to the Company Bank’s corporate parent or its Subsidiaries Affiliates in connection with the exercise of such authority or claimed authority, (iii) pursuant to any subpoena or if otherwise compelled in connection with any litigation or administrative proceeding, (iv) to correct any false or misleading information which may become public concerning such Person’s relationship to any Credit Party, or (v) to the extent Administrative Agent or such Bank or its counsel deems necessary or appropriate to effect or preserve its security for the Obligations or any portion thereof or to enforce any remedy provided in this Agreement, or any other Loan Paper, or otherwise available by law; or (b) making, on a confidential basis, such disclosures as such Bank reasonably deems necessary or appropriate to its legal counsel or accountants (including outside auditors). If Administrative Agent or such Bank is compelled to disclose such confidential information in a proceeding requesting such disclosure, Administrative Agent or such Bank shall seek to obtain assurance that such confidential treatment will be accorded such information; provided, however, that neither Administrative Agent nor any Bank shall have any liability for the failure to obtain such treatment. Notwithstanding anything herein to the contrary, Administrative Agent and each Bank may disclose to any and all Persons any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by or otherwise pursuant to this Agreement, and all materials of any Purchaser kind (including opinions or holder of a Note is required other tax analyses) that are provided to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser Administrative Agent or such holder Bank relating to such tax treatment and the Company, this Section 20 shall supersede any such other confidentiality undertakingtax structure.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Parent REIT, the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyParent REIT, the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)21, (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades21. In the event that as a condition to receiving access to information relating to the Parent REIT, the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 2021, this Section 20 21 shall not be amended thereby and, as between such Purchaser or such holder and the Parent REIT and the Company, this Section 20 21 shall supersede any such other confidentiality undertaking.

Confidential Information. For You acknowledge that during the purposes course of this Section 20your employment, you will have access to and gain knowledge of Confidential Information and that the Artisan Group has a legitimate protectable interest in such Confidential Information and in the goodwill and business prospects associated therewith. “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is non-trade secret confidential and proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company Artisan Group and their business and plans that is disclosed to, or known by, you as a consequence of your employment by Xxxxxxx and that is not in the public domain, including: (A) the identity of and all information concerning (1) institutional investors who are clients of any member of the Artisan Group or who are investors in any pooled investment vehicle (a “pooled fund”), including any mutual fund, UCITS fund or similar fund, advised by any member of the Artisan Group, (2) financial advisors and planners whose clients are investors in any pooled fund advised by any member of the Artisan Group, and (3) investors in any pooled fund advised by any member of the Artisan Group; (B) all information concerning the salaries or wages paid to, the work records of and other personal information relating to employees of any member of the Artisan Group and all information concerning the drawings or distributions paid to, the records of and other personal information relating to partners and members of any member of the Artisan Group; (C) all information relating to regulatory inspections, investigations and enforcement actions concerning any member of the Artisan Group; (D) all financial information concerning any member of the Artisan Group, all Class A Common Unit Holders (as such term is defined in the Partnership Agreement), and all Preferred Unit Holders (as such term is defined in the Partnership Agreement); and (E) any other information that is reasonably determined by any member of the Artisan Group to be confidential and proprietary and that is identified as such prior to or at the time of its Subsidiaries disclosure to you; provided, however, that no information shall be considered to be Confidential Information, and the obligation of nondisclosure set forth in connection with the transactions contemplated by or otherwise pursuant to this AgreementLetter Agreement shall not apply to, any Purchaser information that is or holder becomes publicly known or is derived from public information other than by the act or omission of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from you in violation of this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingLetter Agreement.

Confidential Information. For the purposes Each of this Section 20Agent, “Confidential Information” means information delivered each Lender and each L/C Issuer agrees to any Purchaser by or on behalf of the Company use all reasonable efforts to maintain, in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted information obtained by such Purchaser in good faith it pursuant to protect confidential information of third parties delivered to such Purchaserany Loan Document, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower’s consent, (ii) its financial advisors to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and other professional advisors who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 10.10 or (B) available to or in the possession of such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteCredit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells or offers to sell such Note Governmental Authority or any part thereof other regulatory or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state self-regulatory authority having jurisdiction over such PurchaserPerson or its Affiliates, (viiv) to the NAIC extent necessary or customary for inclusion in league table measurements, (vi) (A) to the SVO or, in each case, National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, financing sources, direct or contractual counterparties to any Secured Rate Contracts and Secured Cash Management Agreements and to their respective Related Persons, in each case to the extent such assignees, investors, participants, financing sources, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 10.10 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, L/C Issuer, Secured Swap Provider, Secured Cash Management Bank or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender, L/C Issuer, Secured Swap Provider, Secured Cash Management Bank or Agent or any of their Related Persons. In addition, Agent and the Lenders may reasonably determine such delivery disclose this Agreement and disclosure information about this Agreement to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Notemarket data collectors, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled similar service providers to the benefits of this Section 20 as though it were a party lending industry and service providers to this Agreement. On reasonable request by Agent and the Company Lenders in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions administration of this Section 20. A holder Agreement, the other Loan Documents, and the Commitments and for purposes of a Notegeneral portfolio, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules benchmarking and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradesmarket data analysis. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 10.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 10.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 20Each Lender, “Confidential Information” means information delivered L/C Issuer and each Agent agrees to any Purchaser by or on behalf of the Company use all reasonable efforts to maintain, in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information information obtained by it pursuant to any Loan Document and designated in accordance with procedures adopted writing by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserany Credit Party as confidential, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower Representative’s consent, (ii) its financial advisors and other professional advisors who agree to hold Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to issue Letters of Credit hereunder, that are advised of the confidential the Confidential Information substantially nature of such information, are instructed to keep such information confidential in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if hereof and such Person has agreed in writing prior to its receipt of such Confidential Information agrees to be bound by the confidentiality provisions set forth herein, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 20)9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Secured Rate Contracts and to their respective Related Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, L/C Issuer or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender, L/C Issuer or Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 9.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 9.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For Each Lender hereby agrees to maintain, and to cause each of the purposes Persons referred to in clause (a) of this Section 2021 to which it delivers or discloses Confidential Information to maintain, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such all Confidential Information in accordance with procedures adopted by such Purchaser it in good faith to protect confidential information of third parties delivered to such Purchaser, it; provided that such Purchaser Lender may deliver or disclose Confidential Information to (ia) its Affiliates (provided that such Lender will be liable for any breaches of confidentiality by its Affiliates) and its and their respective directors, trustees, officers, employees, agents, attorneys and affiliates (to other advisors who are directly involved in the extent such disclosure reasonably relates to the administration consideration of the investment represented by its Notes)Financing and who are informed of the confidential nature of such information, (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iiic) any other holder of any NoteHolder, (ivd) any Institutional Investor Person to which it such Lender sells or offers to sell such any Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by provisions similar to the provisions of this Section 2021), (ve) any Person from which it such Lender offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by provisions similar to the provisions of this Section 20), 21) or (vif) any federal or state regulatory authority or court having jurisdiction over such Purchaser, (vii) the NAIC Lender as a result of an order in judicial or the SVO or, in each case, any similar organization, administrative proceeding or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any as otherwise required by law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, provided that to the extent permitted by law, such Purchaser Lender will notify the Company prior to disclosing such Confidential Information, so that the Company may reasonably determine such delivery and disclosure to be necessary or seek an appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreementprotective order. Each holder of a NoteHolder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Facility Agreement. On Upon the reasonable request by of the Company in connection with the delivery to any holder of a Note Holder of information required to be delivered to such holder Holder under this Facility Agreement or requested by such holder Holder (other than a holder Holder that is a party to this Facility Agreement or its nominee), such holder Holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking21.

Confidential Information. For the purposes of this Except as set forth in Section 202 below, “Confidential Information” means all non-public, confidential or proprietary information delivered to any Purchaser (i) disclosed by or on behalf of Ionis, its Affiliates, or their respective agents, or employees (collectively, the Company “Ionis Parties”) to Prospective Purchaser, its Affiliates and subcontractors, or their respective agents, employees, or advisors, or any other person or entity providing the services by and through Prospective Purchaser (collectively, the “PTP Parties”), whether disclosed orally or in connection with written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” (ii) observed by any of the transactions contemplated PTP Parties in entering on to the Property and (iii) as may be observed or obtained by Prospective Purchaser in the course of acting as landlord under the Lease (should Prospective Purchaser purchase the Property and Ionis shall continue to lease and occupy the Property pursuant to the Lease), including, without limitation, Trade Secret Information, any information that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the Ionis Parties’ businesses and all notes, analyses and other materials prepared by or otherwise pursuant to for the Purpose that contain any of the foregoing. As used in this Agreement Agreement, “Trade Secret Information” means all information that is proprietary in nature unique to Ionis’ business and that was clearly marked is not commonly known by or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of available to the Company, provided that such term does not include information that (a) was publicly known public or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Prospective Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to business and that: (i) derives or creates economic value for Ionis’ business, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its directors, trustees, officers, employees, agents, attorneys disclosure or use; and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) is the subject of efforts that are reasonable under the circumstances to maintain its financial advisors and other professional advisors who agree to hold secrecy. The Ionis Parties’ Trade Secret Information may include, but is not limited to, all confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to Ionis’ business and operations and in the Company or its Subsidiaries in connection with form of the transactions contemplated by or otherwise pursuant to this AgreementIonis Parties’ research and development plans and activities; design plans; compilations of data; product plans; inventions; engineering processes and activity; manufacturing plans, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking processes and activity; proprietary computer software and programs (whether through IntraLinksincluding object code and source code); and proprietary computer and database technologies, another secure websitesystems, a secure virtual workspace or otherwise) which is different from this Section 20structures, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingarchitectures.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesMRP Shares), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any NoteMRP Shares, (iv) any Institutional Investor to which it sells or offers to sell such Note MRP Shares or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes MRP Shares, this Agreement and this Agreementthe Articles Supplementary. Each holder of a Notean MRP Share, by its acceptance of a Notean MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note an MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Notean MRP Share, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's ’s Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note MRP Share is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20Each Lender, “Confidential Information” means information delivered each L/C Issuer and Agent agrees to any Purchaser by or on behalf of the Company use all reasonable efforts to maintain, in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted information obtained by such Purchaser in good faith it pursuant to protect confidential information of third parties delivered to such Purchaserany Loan Document, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower’s consent, (ii) its financial advisors to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to issue Letters of Credit hereunder, that are advised of the confidential nature of such information and other professional advisors who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteCredit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Governmental Authority, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors and prospective investors therein) or participants, Persons that hold a security interest in any Lender’s rights under this Agreement in accordance with Section 9.9(e) (and those Persons for whose benefit such holder of a security interest is acting), direct or contractual counterparties to any Secured Rate Contracts and to their respective Related Persons, in each case to the extent such assignees, investors, participants, secured parties (and such benefited Persons), counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above) and, or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, L/C Issuer or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender, L/C Issuer or an Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 9.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 9.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20paragraph 11H, “Confidential Information” means information delivered to any Purchaser you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 paragraph 5A that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20paragraph 11H, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20paragraph 11H), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 paragraph 11H as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.paragraph 11H.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal federal, state or state provincial regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, Company or such Subsidiary; provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, ; provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Agent and each Lender each shall treat confidentially all information obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrowers’ consent, (ii) to Related Persons of such Lender or the Agent, as the case may be, on a “need to know” basis solely in connection with this Agreement or the other Loan Documents and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (and the Agent and such Lender each agrees to remain liable for their breach thereof), (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender or the Agent or to any of their Related Persons, as the case may be, on a non-confidential basis from a source other than any Credit Party and not in violation of any confidentiality agreement or obligation owed to any Credit Party or its respective Affiliates, (iv) to the extent disclosure is required by applicable Requirements of Law in any legal process or requested or demanded by any Governmental Authority having jurisdiction over the Agent or such Lender, in each such case under this clause (iv), such Person shall promptly notify the Borrowers in advance of such disclosure, to the extent permitted by applicable Requirements of Law and use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment, (v) upon the request or demand of any regulatory authority having jurisdiction over the Agent, any Lender or any other Secured Party or their respective Affiliates (in which case (y) other than in connection with a routine audit or examination by bank accountants or the Small Business Administration, such Person shall promptly notify the Borrowers, in advance, to the extent permitted by Requirements of Law and (z) in all instances, such Person shall use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (vi) subject to the prior review and written consent of the Borrowers, to the extent necessary or customary for inclusion in league table measurements, (vii) to current or prospective Lenders, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Rate Contracts and their respective Related Persons for the purposes of evaluating the relevant transaction, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 209.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), “Confidential Information” means information delivered (viii) to any Purchaser by or on behalf of the Company other party hereto, (ix) in connection with the transactions contemplated by exercise or otherwise pursuant to this Agreement that is proprietary enforcement of any right or remedy under any Loan Document (in nature and that was clearly marked or labeled or otherwise adequately identified when received by which case such Purchaser as being confidential information of Person shall promptly notify the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time Borrowers in advance of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates permitted by applicable Requirements of Law) and (x) on a confidential basis to (1) any rating agency in connection with rating Parents, the Borrowers or any Restricted Subsidiary or the Loans or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities or market data collectors, similar services, providers to the lending industry and service providers to the Agent in connection with the administration and management of this Agreement and the investment represented by its NotesLoan Documents; provided, however, that, notwithstanding the foregoing, in no event shall disclosure of such information referred to above be made to any Disqualified Lender (provided that the list of Disqualified Lenders has been made available to such party), (ii) its financial advisors and other professional advisors who agree to hold confidential . In the Confidential Information substantially in accordance with event of any conflict between the terms of this Section 20, (iii) 9.10 and those of any other holder of Contractual Obligation entered into with any NoteCredit Party (whether or not a Loan Document), (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions terms of this Section 20)9.10 shall govern. Notwithstanding anything to the contrary set forth in the foregoing, (v) any Person from which it offers the Fee Letter may not be disclosed to purchase any Security Lenders without the prior written consent of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by Borrowers and the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred Joint Lead Arrangers and is continuing, Joint Bookrunners. Notwithstanding anything to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in contrary herein, the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 Agent shall not be amended thereby and, as between such Purchaser or such holder and the Company, responsible for compliance with this Section 20 shall supersede 9.10(b) by any such other confidentiality undertakingLender or any of its Related Persons.

Confidential Information. For All information in any written form, including electronic, of or relating to Seller’s business, the purposes of this Section 20Property (including information relating to tenants, “Confidential Information” means information delivered to any Purchaser by leases and property operations), or on behalf of the Company in connection with the transactions contemplated hereunder, including proprietary information (if any) disclosed by Seller or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agentsaffiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “Seller’s Representatives”) to Buyer or its affiliates and their respective directors, officers, employees, members, managers, partners, in house legal counsel, or fund LP investors, (to collectively, “Buyer’s Internal Representatives”) or Buyer’s representatives (including, without limitation, Buyer’s financial advisors, outside counsel, accountants, architects, designers, consultants, advisors, or other agents) (collectively, “Buyer’s External Representatives”, and together with Buyer’s Internal Representatives, “Buyer’s Representatives”) for the extent such disclosure reasonably relates to the administration purpose of Buyer’s consideration of the investment represented transactions contemplated hereunder, is hereinafter referred to as the “Information”. All analyses, compilations, forecasts, studies or other documents prepared by its Notes)Buyer’s Representatives based on or derived from the Information after the date hereof shall become part of the Information as defined herein, and such subset of the Information is referred to as “Derivative Information”. The Information will not, however, include information which (i) is or becomes publicly and readily available other than as a result of a disclosure by Buyer or Buyer’s Representatives in violation of this Agreement or other obligation of confidentiality, (ii) its financial advisors and is or becomes readily available to Buyer or Buyer’s Representatives on a nonconfidential basis from a source (other professional advisors who agree than Seller or Seller’s Representatives) not known by you to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20be prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation, (iii) any other holder of any Noteis required to be disclosed by applicable law, or (iv) any Institutional Investor is consented to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed be disclosed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Seller, or (v) any Person from which it offers to purchase any Security of is independently developed by Buyer or Buyer’s Representatives without use of, or reliance on, the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Information, or (vi) any federal was in Buyer or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC Buyer’s Representatives’ control or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, possession prior to the extent such Purchaser may reasonably determine such delivery and disclosure Information being furnished to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, Buyer by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingSeller.

Confidential Information. For Executive acknowledges that the purposes information, observations and data obtained by him during the course of this his employment hereunder concerning the business and affairs of THC and its affiliates, including without limitation information concerning acquisition opportunities in or reasonably related to the business or industry of THC and its affiliates, of which Executive becomes aware during his employment hereunder are the property of THC and its affiliates. Therefore, during and following the Employment Period, other than in the course of performing his duties for THC or any of its affiliates (including pursuant to Section 206 hereof), “Confidential Information” means information delivered Executive agrees that he will not intentionally disclose to any Purchaser by unauthorized person or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time use for his own account any of such disclosureinformation, (b) subsequently becomes publicly known through no act observations or omission by such Purchaser or any person acting on such Purchaserdata without the THC Board’s behalfwritten consent, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys unless and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response he is required to any subpoena do so by law or by a court, governmental agency, legislative body, or other legal processperson (including any committee of any such agency, body or other entity) with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (y) in connection it is necessary to enforce his rights under this Agreement or any other agreement with THC or any litigation to which such Purchaser is a party of its affiliates or (z) if an Event the aforementioned matters become generally known to and available for use by the public or within the relevant trade or industry other than as a result of Default has occurred Executive’s violation of this Section 4; provided that before disclosing any such information, observations and data in reliance on clause (x), Executive shall give notice to THUSA as far in advance of the required disclosure as is continuinglawful and practicable, shall use his best efforts to cooperate with THC and THUSA, at their sole expense, in their efforts to prevent such disclosure from being compelled, and shall use his best efforts to limit his disclosure to the minimum compelled by law or court order, except to the extent such Purchaser THC or THUSA agrees otherwise in writing. Executive agrees to deliver to THC at a Separation or any other termination of his employment, or at any other time as THC may reasonably determine such delivery request in writing, all memoranda, notes, plans, records, reports and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights other documents (and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled copies thereof) relating to the benefits business of THC and its affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control; provided that Executive may retain for his personal use (and not for any use in violation of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder 4 or Section 5 hereof) his personal papers and other materials of a Note of personal nature, including diaries, calendars and Rolodexes, any information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities he reasonably believes may be prohibited under applicable lawsnecessary for tax purposes, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information showing his compensation or relating to reimbursement of expenses and copies of plans, programs and agreements relating to his employment or the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingtermination thereof.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i1) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii2) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii3) any other holder of any Note, (iv4) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v5) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi6) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii7) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) 8) any other Person to which such delivery or disclosure may be necessary or appropriate (wi) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xii) in response to any subpoena or other legal process, (yiii) in connection with any litigation to which such Purchaser is a party or (ziv) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades21. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 2021, this Section 20 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 21 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified in writing when received by such Purchaser you as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person Person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, trustees officers, employees, agents, attorneys and affiliates Affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes Each of this Section 20Agent and each Lender agrees to use all reasonable efforts to maintain, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted information obtained by such Purchaser in good faith it pursuant to protect confidential information of third parties delivered to such Purchaserany Loan Document, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directorswith the Borrower’s consent, trustees(ii) to Related Persons of such Lender or Agent, officersas the case may be, employees, agents, attorneys and affiliates (iii) to the extent such disclosure reasonably relates to the administration information presently is or hereafter becomes (A) publicly available other than as a result of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms a breach of this Section 2010.10 or (B) available to or in the possession of such Lender or Agent or any of their Related Persons, as the case may be, from a source (iiiother than any Credit Party) any other holder of any Notenot known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells or offers to sell such Note Governmental Authority or any part thereof other regulatory or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state self-regulatory authority having jurisdiction over such PurchaserPerson or its Affiliates, (viiv) to the NAIC extent necessary or customary for inclusion in league table measurements, (vi) (A) to the SVO or, in each case, National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to information about such Purchaser’s investment portfoliocurrent or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, financing sources, direct or contractual counterparties to any Secured Rate Contracts or Secured Cash Management Agreements, or direct or contractual counterparties (including insurers and reinsurers) to any other transactions under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder and to their respective Related Persons, in each case to the extent such assignees, investors, participants, financing sources, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 10.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, Secured Swap Provider, Secured Cash Management Bank or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender, Secured Swap Provider, Secured Cash Management Bank or Agent or any of their Related Persons. In addition, Agent and the Lenders may reasonably determine such delivery disclose this Agreement and disclosure information about this Agreement to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Notemarket data collectors, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled similar service providers to the benefits of this Section 20 as though it were a party lending industry and service providers to this Agreement. On reasonable request by Agent and the Company Lenders in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions administration of this Section 20. A holder Agreement, the other Loan Documents, and the Commitments and for purposes of a Notegeneral portfolio, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules benchmarking and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradesmarket data analysis. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 10.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 10.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, such Subsidiary, Unitil or Unitil’s Affiliates, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of and not disclose such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates Affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)) who are otherwise obligated to hold confidential and not disclose the Confidential Information substantially in accordance with this Section 20, (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any Guaranty Agreement after prior written notice provided to the Company. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company either Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Financing Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companysuch Obligor or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser Purchaser, on a nonconfidential basis from a source other than an Obligor, prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, or (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (on the confidential basis as provided for in this Section 21 and to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company either Obligor in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company such Obligor embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades21. In the event that as a condition to receiving access to information relating to the Company Parent Guarantor or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 2021, this Section 20 21 shall not be amended thereby and, as between such Purchaser or such holder and the CompanyObligors, this Section 20 21 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary Guarantor in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary Guarantor, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary Guarantor or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys officers and affiliates employees (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes and the Persons to whom such delivery or disclosure is made are aware of the confidential nature of such Confidential Information and have been instructed to keep such Confidential Information confidential), (iii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021 for the benefit of the Company and its Subsidiaries, (iiiiv) any other holder of any Note, (ivv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021 for the benefit of the Company and its Subsidiaries), (vvi) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021 for the benefit of the Company and its Subsidiaries), (vivii) any federal or state regulatory authority having jurisdiction over such Purchaser, (viiviii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viiiix) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed agreed, on behalf of itself and on behalf of any beneficial holder for whom it is acting, to be bound by this Section 21 for the benefit of the Company and its Subsidiaries, and to be entitled to the benefits of this Section 20 21, as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder (including any beneficial holder) of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 2021. A The Company hereby notifies each Purchaser and each subsequent holder (in each case, including any beneficial holder) of any Note that such Purchaser or holder may be considered a person or company in a special relationship with the Company within the meaning of the Securities Act (Ontario) and that, as such, to the extent that such Purchaser or holder acquires knowledge in its capacity as a Purchaser or as a holder of Notes of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply material fact or material change with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating respect to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreementthat has not been generally disclosed, any Purchaser purchase or holder sale of a Note the securities of the Company or the disclosure to others of such material fact or material change is required to agree to a confidentiality undertaking (whether through IntraLinksprohibited except where an exemption is available under applicable Canadian securities legislation or where such purchase, another secure website, a secure virtual workspace sale or otherwise) which disclosure is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingotherwise prohibited by Canadian securities legislation.

Confidential Information. For The Stockholder and each Stockholder Affiliate shall hold, in strict confidence, and shall not disclose to any Person, unless and to the purposes extent disclosure is required by judicial or administrative process or by other requirement of this Section 20Law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Confidential Information” means information delivered to any Purchaser by or on behalf of ”) concerning the Company in connection with the transactions contemplated and its subsidiaries furnished to it by Company or otherwise its Representatives pursuant to this Agreement that is proprietary (except (a) to the extent such Confidential Information can be shown to have been (i) previously known by the Stockholder or such Stockholder Affiliate on a non-confidential basis, (ii) in nature and that was clearly marked the public domain through no breach by the Stockholder or labeled or otherwise adequately identified when received by such Purchaser as being confidential information any Stockholder Affiliate of any of the confidentiality obligations to the Company, provided that (iii) later acquired by the Stockholder or such term does Stockholder Affiliate from other sources not include information that (a) was publicly known by the Stockholder or otherwise known such Stockholder Affiliate, after reasonable inquiry, to be subject to a duty of confidentiality with respect to such Purchaser prior to the time of such disclosureConfidential Information, and (b) subsequently becomes publicly known through no act Confidential Information may be disclosed by the Stockholder or omission by such Purchaser Stockholder Affiliate to its officers, directors, employees, partners, accountants, members, equityholders, lawyers or other professional advisors to the extent any person acting on such Purchaser’s behalf, Person needs to know such information in connection with (ci) otherwise becomes known to such Purchaser other than through disclosure by the management of the investment of the Stockholder and the Stockholder Affiliates in the Company or (dii) constitutes financial statements delivered to any offerings under Article III); provided, that the Stockholder or such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of Stockholder Affiliate informs any such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided Person that such Purchaser may deliver information is confidential. If disclosure is required by judicial or disclose Confidential Information to (i) its directorsadministrative process or by any other requirement of Law, trustees, officers, employees, agents, attorneys and affiliates (the Stockholder shall provide the Company with prompt written notice to the extent permissible by Law, together with a copy of any material proposed to be disclosed, so that the Company may (a) seek, at the Company’s expense, an appropriate protective order or other appropriate relief (and the Stockholder and the Stockholder Affiliates shall reasonably cooperate with the Company, at the Company’s expense, to obtain such disclosure reasonably relates to the administration of the investment represented by its Notesorder or relief), or (iib) its financial advisors and other professional advisors who agree to hold confidential if the Confidential Information substantially in accordance Company so elects, waive compliance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking12.1.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosuredisclosure (otherwise than (to such Purchaser’s knowledge) by reason of any breach of these provisions), (b) subsequently becomes publicly known through no act or omission by such Purchaser (including any breach of these provisions by such Purchaser) or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary and other than (to such Purchaser’s knowledge) by reason of any breach of these provisions or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), provided that any such directors, trustees, officers, employees, agents, attorneys and affiliates will be notified of the confidentiality requirements set forth in this Section 21, (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person (x) has agreed executed an Agreement Regarding Confidentially substantially in writing the form of Exhibit 21 attached hereto prior to its receipt of such Confidential Information Information, a copy of which will be provided to be bound the Company promptly after the execution thereof by the provisions of this Section 20all parties thereto, and (y) is not a Competitor), (v) any Person from which it offers to purchase any Security security of the Company in a private transaction (if such Person (x) has agreed executed an Agreement Regarding Confidentially substantially in writing the form of Exhibit 21 attached hereto prior to its receipt of such Confidential Information Information, a copy of which will be provided to be bound the Company promptly after the execution thereof by the provisions of this Section 20all parties thereto, and (y) is not a Competitor), (vi) any federal or state regulatory authority having jurisdiction over such PurchaserPurchaser to the extent delivery is required or requested by such regulatory authority, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) upon notice to the Company prior to the disclosure thereof, to the extent practicable and not prohibited by applicable law, rule or regulation, any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) or in response to any subpoena or other legal process, or (yix)(y) upon notice to the Company, to the extent practicable and not prohibited by applicable law, rule or regulation, in connection with any litigation to which such Purchaser is a party party, to the extent such Purchaser may reasonably determine such delivery or disclosure to be necessary or appropriate in connection with such litigation, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any other Transaction Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades21. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement or any other Transaction Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace Intralinks or otherwise) which is different from the terms of this Section 2021, the terms of this Section 20 shall not be amended thereby and21 shall, as between such Purchaser or such holder and the Company, this Section 20 shall supersede the terms of any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information in- formation delivered to any a Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such a Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such a Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such a Purchaser or any person acting on such Purchaser’s its behalf, (c) otherwise becomes known to such a Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such a Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser and each holder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such a Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such each Purchaser and each holder may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesNote), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells may sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers may offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaserit, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s its investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaserit, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser it is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser it may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes its Note and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking22.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities ’s securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary or confidential in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary without violation of any known confidentiality obligation owed to the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyParent or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person Person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by or on behalf of the Company Parent or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s 's behalf, or (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly availableany Subsidiary. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (iw)(i) its such Purchaser's directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its such Purchaser's Notes), (ii) its such Purchaser's financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, or (iii) any other holder of any Note, Note (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (wx) to effect compliance with any law, ruleRule, regulation or order applicable to such Purchaser, (xy) in response to any subpoena or other legal process, (y) provided that, to the extent permitted by law, each holder will use reasonable efforts to notify the Company of any request to disclose Confidential Information requested pursuant to any subpoena or other legal process, provided further that the failure to notify the Company of any such request shall not result in connection with any litigation liability to which such Purchaser is a party holder, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s 's Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesMRP Shares), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any NoteMRP Shares, (iv) any Institutional Investor to which it sells or offers to sell such Note MRP Shares or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes MRP Shares, this Agreement and this Agreementthe Articles Supplementary. Each holder of a Notean MRP Share, by its acceptance of a Notean MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note an MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Notean MRP Share, by receipt of Confidential Information, hereby also acknowledges that trading in agrees, not to directly or indirectly trade the Company's Securities may be prohibited under ’s common stock in violation of applicable lawslaw, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company rule or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingregulation.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser you by or on behalf of the Company any Obligor or any other Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the Companysuch Obligor or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company any Obligor or any other Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company Obligors in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company Obligors embodying the provisions of this Section 20. A holder Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of a Noteconfidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the Notes (and any related transactions or arrangements), by receipt and (ii) each party (and each of Confidential Informationits employees, hereby also acknowledges representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Notes and all materials of any kind (including opinions or other tax analyses) that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies are provided to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information party relating to such tax treatment and tax structure, all within the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder meaning of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Treasury Regulations Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking1.6011-4.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (wA) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xB) in response to any subpoena or other legal process, (yC) in connection with any litigation to which such Purchaser is a party or (zD) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes Notes, the Guaranty Agreement and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s its behalf, (c) otherwise becomes known to such Purchaser other than through disclosure (x) by the Company or any Subsidiary, or (y) by another Person known by such Purchaser to be bound by a confidentiality agreement with the Company, or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser it in good faith to protect confidential information of third parties delivered to such Purchaserit, provided that such each Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its any Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal processprocess (provided that such Purchaser give prompt notice to the Company of such subpoena or legal process to the extent such Purchaser is legally permitted to do so), (y) in connection with any litigation to which such Purchaser is a party party, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes its Notes, this Agreement and this Agreementthe Collateral Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company any Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company any Obligor or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers to purchase any Security security of the Company any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company any Obligor in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company Obligors embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking21.

Confidential Information. For The Agent, LC Issuer, and each Lender each shall treat confidentially all information obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrowers’ consent, (ii) to Related Persons of such Lender or the Agent, as the case may be, on a “need to know” basis solely in connection with this Agreement or the other Loan Documents and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (and the Agent and such Lender each agrees to remain liable for their breach thereof), (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender or the Agent or to any of their Related Persons, as the case may be, on a non-confidential basis from a source other than any Credit Party and not in violation of any confidentiality agreement or obligation owed to any Credit Party or its respective Affiliates, (iv) to the extent disclosure is required by applicable Requirements of Law in any legal process or requested or demanded by any Governmental Authority having jurisdiction over the Agent or such Lender, in each such case under this clause (iv), such Person shall promptly notify the Borrowers in advance of such disclosure, to the extent permitted by applicable Requirements of Law and use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment, (v) upon the request or demand of any regulatory authority having jurisdiction over the Agent, any Lender or any other Secured Party or their respective Affiliates (in which case (y) other than in connection with a routine audit or examination by bank accountants or the Small Business Administration, such Person shall promptly notify the Borrowers, in advance, to the extent permitted by Requirements of Law and (z) in all instances, such Person shall use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (vi) subject to the prior review and written consent of the Borrowers, to the extent necessary or customary for inclusion in league table measurements, (vii) to current or prospective Lenders or participants, prospective Bank Product Providers, direct or contractual counterparties to any Swap Agreements and their respective Related Persons for the purposes of evaluating the relevant transaction, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 209.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), “Confidential Information” means information delivered (viii) to any Purchaser by or on behalf of the Company other party hereto, (ix) in connection with the transactions contemplated by exercise or otherwise pursuant to this Agreement that is proprietary enforcement of any right or remedy under any Loan Document (in nature and that was clearly marked or labeled or otherwise adequately identified when received by which case such Purchaser as being confidential information of Person shall promptly notify the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time Borrowers in advance of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates permitted by applicable Requirements of Law) and (x) on a confidential basis to (1) any rating agency in connection with rating Parents, the Borrowers or any Restricted Subsidiary or the Loans or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities or market data collectors, similar services, providers to the lending industry and service providers to the Agent in connection with the administration and management of this Agreement and the investment represented by its NotesLoan Documents; provided, however, that, notwithstanding the foregoing, in no event shall disclosure of such information referred to above be made to any Disqualified Lender (provided that the list of Disqualified Lenders has been made available to such party), (ii) its financial advisors and other professional advisors who agree to hold confidential . In the Confidential Information substantially in accordance with event of any conflict between the terms of this Section 20, (iii) 9.10 and those of any other holder of Contractual Obligation entered into with any NoteCredit Party (whether or not a Loan Document), (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions terms of this Section 20)9.10 shall govern. Notwithstanding anything to the contrary set forth in the foregoing, (v) any Person from which it offers the Fee Letter may not be disclosed to purchase any Security Lenders without the prior written consent of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by Borrowers and the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred Sole Lead Arranger and is continuing, Sole Bookrunner. Notwithstanding anything to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in contrary herein, the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 Agent shall not be amended thereby and, as between such Purchaser or such holder and the Company, responsible for compliance with this Section 20 shall supersede 9.10(b) by any such other confidentiality undertakingLender or any of its Related Persons.

Confidential Information. For Until the purposes Final Closing of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated herein, all Confidential Information, as hereinafter defined, acquired by Parent or otherwise pursuant Merger Sub with respect to this Agreement that is proprietary in nature and that was clearly marked the Shareholders or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Shareholders or the Company or (d) constitutes financial statements delivered with respect to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such PurchaserParent, provided that such Purchaser may deliver or disclose Confidential Information to shall be (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)maintained in strict confidence, (ii) its financial advisors used only for the purpose of and other professional advisors in connection with evaluating the transactions contemplated herein, and (iii) disclosed only (A) to employees and duly authorized agents and representatives who have been informed of the obligations of the parties under this Agreement with respect to such Confidential Information, who have a need to know the information in connection with consummating the transactions contemplated herein, and who agree to hold confidential keep such information confidential, or (B) as required by legal process (of which the Confidential Information substantially in accordance with other parties shall be given prompt notice). Parent, Merger Sub, the terms Shareholders and the Company shall be responsible for any breach of this Section 20by any of their respective representatives and each agrees to take all reasonable measures to restrain its representatives from prohibited or unauthorized disclosure of the Confidential Information. For the purpose of this Agreement, (iii) the term "Confidential Information" shall mean all information acquired by any other holder of any Note, (iv) any Institutional Investor party from another party hereto or its representatives pursuant to which it sells Section 3.2 hereof or offers otherwise with respect to sell such Note the business or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt operations of such Confidential Information other party, other than (A) information generally available to be bound by the provisions public which has not become available as a result of disclosure in violation of this Section 20), and (vB) any Person information which becomes available on a nonconfidential basis from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (source other than a holder that is a party to this Agreement or its nominee)representatives, provided that such holder source is not known by the party to this Agreement receiving such information to be bound by a confidentiality agreement or other obligation of secrecy to another party to this Agreement or its representatives. If the transactions contemplated herein are not consummated, all Confidential Information in written or printed or other tangible form (whether copies or originals) shall be returned to the party of origin, and all documents, memoranda, notes and other writings whatsoever prepared by any party or its representatives based on Confidential Information shall be destroyed; and Parent, Merger Sub and their representatives will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of thereafter hold all Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to Information concerning the Company or its Subsidiaries the Shareholders in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingstrict confidence.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement or the Bond Documents that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesBonds), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any NoteBond or the Trustee, (iv) any Institutional Investor to which it sells or offers to sell such Note Bond or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (viivi) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, portfolio or (viiivii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Bonds, this AgreementAgreement or the other Bond Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.22

Confidential Information. For Each Preferred Holder and Founder Holder agrees that such Preferred Holder or Founder Holder shall keep confidential and shall not disclose or use (other than to monitor its investment in the purposes Company) this Agreement and all Schedules and Exhibits hereto, the Financing Agreements and Warrants, and all other documents delivered in connection with any Closing, and also any confidential, proprietary, or secret information that it has or may obtain from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received 10 by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosurePreferred Holder), (b) subsequently becomes publicly known through no act is or omission has been independently developed or conceived by such Purchaser the Preferred Holder or any person acting on such PurchaserFounder Holder without use of the Company’s behalfconfidential information, or (c) otherwise becomes is or has been made known or disclosed to the Preferred Holder or Founder Holder by a third party without a breach of any obligation of confidentiality such Purchaser other than through disclosure by third party may have to the Company Company; provided, however, that a Preferred Holder or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect Founder Holder may disclose confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) to its directorsattorneys, trusteesaccountants, officersconsultants, employees, agents, attorneys and affiliates (other professionals to the extent such disclosure reasonably relates necessary to obtain their services in connection with monitoring its investment in the administration of Company and negotiating the investment represented by its Notes), terms thereof; (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder prospective purchaser of any NoteRegistrable Securities from such Preferred Holder or Founder Holder, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information prospective purchaser agrees to be bound by the provisions of this Section 20)10; (iii) to any affiliate, partner, member, stockholder, or wholly owned subsidiary of such Preferred Holder or Founder Holder in the ordinary course of business, provided that such Preferred Holder or Founder Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (viv) any Person from which it offers to purchase any Security of as may otherwise be required by law, court order or subpoena, provided that the Preferred Holder or Founder Holder promptly notifies the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information disclosure and takes reasonable steps to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to minimize the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingdisclosure.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace Intralinks or otherwise) which is different from the terms of this Section 20, the terms of this Section 20 shall not be amended thereby andshall, as between such Purchaser or such holder and the Company, this Section 20 shall supersede the terms of any such other confidentiality undertaking.

Confidential Information. For You acknowledge that the purposes of this Section 20information, “Confidential Information” means information delivered to any Purchaser observations and data obtained by or on behalf of you while employed by the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received Agreement, as well as those obtained by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure you while employed by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement, concerning the business or affairs of the Company or any of its subsidiaries or affiliates or any predecessor thereof, including, without limitation, information relating to the products, suppliers, customers, processes, costs, prices, business plans and strategies of the Company or any of its subsidiaries or affiliates or any predecessor thereof (dunless and except to the extent the foregoing become generally known to and available for use by the public other than as a result of your acts or omissions to act in violation of this Agreement) constitutes financial statements delivered to (hereinafter defined as “Confidential Information”) are the property of the Company or such Purchaser under Section 7.1 subsidiary or affiliate. Therefore, you agree that are otherwise publicly available. Each Purchaser both during and after the Term you will maintain the confidentiality of such not disclose any Confidential Information in accordance with procedures adopted by such Purchaser in good faith without the prior written consent of the Chairman of the Board of Directors (which may be withheld for any reason or no reason) unless and except to protect confidential information of third parties delivered to such Purchaser, provided the extent that such Purchaser may deliver or disclose Confidential Information to disclosure is (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to made in the extent such disclosure reasonably relates to the administration ordinary course of the investment represented by its Notes), your performance of your duties under this Agreement or (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound required by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal processprocess (in which event you will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders), and that you shall not use any Confidential Information for your own account without the prior written consent of the Chairman of the Board of Directors (y) in connection with which may be withheld for any litigation to which such Purchaser is a party reason or (z) if an Event of Default has occurred and is continuing, no reason). You will deliver to the extent such Purchaser Company at the termination of the Term, or at any other time the Company may reasonably determine such delivery request, all memoranda, notes, plans, records, reports, computer files and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights software and remedies under such Purchaser’s Notes other documents and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by data (and to be entitled copies thereof) relating to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading or to the work product or the business of the Company or any of their subsidiaries or affiliates which you may then possess or have under your control. Your obligations under this Section 6 are in the Company's Securities addition to, and not in limitation of or preemption of, all other obligations of confidentiality which you may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating have to the Company under general legal or its Subsidiaries in connection with the transactions contemplated by equitable principles, and federal, state or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinglocal law.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall not use or disclose any information provided to the purposes of this Section 20, “Confidential Information” means information delivered Insurer pursuant to any Purchaser by or on behalf of the Company in connection with this Insurance Agreement or the transactions contemplated by issuance of the Policies or otherwise related to the Transactions, including any matter of which it becomes aware during the inspections conducted or discussions had pursuant to Section 2.02(b), unless such information is readily available from public sources or except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Company Documents; provided, however, that the foregoing -------- ------- shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information provided to the Insurer pursuant to or in connection with this Insurance Agreement that is proprietary in nature and that was clearly marked or labeled the issuance of the Policies or otherwise adequately identified when received by such Purchaser as being confidential related to the Transactions, including any information of which it becomes aware through such inspections or discussions, the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time Insurer will promptly notify IOS Capital of such disclosure, (brequest(s) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by so that IOS Capital may seek an appropriate protective order and/or waive the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance Insurer's compliance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Insurance Agreement. If, (v) any Person from which it offers to purchase any Security in the absence of a protective order or the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by a waiver hereunder, the provisions of this Section 20)Insurer is, (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO ornonetheless, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or the opinion of its counsel (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to shall be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nomineeIOS Capital), compelled to disclose such holder will enter into an agreement with information to any tribunal or else stand liable for contempt or suffer other censure of significant penalty, the Company embodying Insurer may disclose such information to such tribunal that the provisions of this Section 20. A holder of a NoteInsurer is compelled to disclose, by receipt of Confidential Information, hereby also acknowledges provided that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations Insurer shall promptly notify IOS Capital that the Insurer has been compelled to so disclose and that it has implemented policies the Insurer shall use best efforts to comply with applicable laws, rules and regulations and provide to prohibit any such prohibited trades. In the event that as IOS Capital prior to disclosure a condition copy of all information to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingso disclosed.

Confidential Information. For the purposes of this Section 20Each Lender, “Confidential Information” means information delivered each L/C Issuer and Agent agrees to any Purchaser by or on behalf of the Company use all reasonable efforts to maintain, in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information information obtained by it pursuant to any Loan Document and designated in accordance with procedures adopted writing by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserany Credit Party as confidential, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)with Borrower Representative’s consent, (ii) its financial advisors to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to issue Letters of Credit hereunder, that are advised of the confidential nature of such information and other professional advisors who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 11.8 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteCredit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable requirements of law or other legal process or requested or demanded by any Institutional Investor Governmental Authority, provided that, other than with respect to which it sells any information requested or offers demanded of a Lender by a bank regulator, to sell the extent practicable and permitted by applicable law, the party requested to disclose such Note or any part thereof or any participation therein (if such Person has agreed in writing information will provide prompt written request to the Borrower Representative and will allow the Borrower Representative a reasonable opportunity to seek protective measures prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)disclosure, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants and to their respective Related Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 11.8 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender, L/C Issuer or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender, L/C Issuer or Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 11.8 and those of any other contractual obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 11.8 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For Purchaser will, and will direct its respective representatives (including their respective Affiliates, officers, managers, directors, employees members of internal committees (the purposes of this Section 20“Internal Representatives”) and their respective outside counsel, accountants, consultants, auditors and advisors (the “External Representatives”)) who actually receive Confidential Information” means Information (as defined herein) to, keep confidential any information delivered (including oral, written and electronic information) concerning TEN, its subsidiaries or its affiliates that may be furnished to any Purchaser or its respective representatives by or on behalf of the Company in connection with the transactions contemplated by Seller or otherwise TEN or any of its representatives pursuant to this Agreement that is proprietary in nature (“Confidential Information”) and that was clearly marked to use the Confidential Information solely for the purposes of monitoring, administering or labeled or otherwise adequately identified when received by such Purchaser as being confidential information managing Purchaser’s purchase of the CompanyPurchased Shares; provided, provided that such term does Confidential Information will not include information that was or becomes available to the public other than as a result of a breach of any confidentiality obligation in this Agreement by the Purchaser or its respective representatives, was or becomes available to Purchaser or its respective representatives from a source other than TEN or its representatives; provided, further, such source is reasonably believed by Purchaser or its respective representatives not to be subject to an obligation of confidentiality (awhether by agreement or otherwise), or was independently developed by the Purchaser or its representatives without reference to, incorporation of, or other use of any Confidential Information. Notwithstanding the foregoing, Purchaser may disclose Confidential Information (i) was publicly known to its attorneys, accountants, consultants and financial and other professional advisors to the extent necessary to obtain their services in connection with its investment in TEN, (ii) as may be reasonably determined by a Purchaser to be necessary in connection with such Purchaser’s enforcement of its rights in connection with this Agreement or its purchase of the Purchased Shares or (iii) as may otherwise known be required by Law or by any stock exchange or any competent Governmental Authority or legal, judicial or regulatory process or proceedings; and provided, further, that (x) any breach of the confidentiality and use terms herein by any Internal Representative to whom a Purchaser may disclose Confidential Information pursuant to this Section 5.3 shall be attributable to such Purchaser prior to the time for purposes of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on determining such Purchaser’s behalf, (c) otherwise becomes known compliance with this Section 5.3 except those who have entered into a separate confidentiality or non-disclosure agreement or obligation with TEN with respect to such Confidential Information, and (y) Purchaser other than through takes commercially reasonable steps to minimize the extent of any required disclosure by described in clause (iii) of the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly availablepreceding proviso. Each Purchaser will Party shall (and shall ensure that each of its representatives shall) maintain the confidentiality of this Agreement and its terms and conditions in confidence and not disclose such Confidential Information in accordance with procedures adopted by such Purchaser in good faith information to protect confidential information of third parties delivered to such Purchaserany person, provided that such Purchaser may deliver or disclose Confidential Information to except if disclosure is (i) its directorsrequired by Law or by any stock exchange or any regulatory, trusteesgovernmental or antitrust body having applicable jurisdiction (including, officerswithout limitation, employees, agents, attorneys and affiliates any shareholding threshold notifications (if applicable) to TEN and/or to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesStichting Autoriteit Financiële Markten), (ii) its financial advisors and other professional advisors who agree to hold confidential required for the Confidential Information substantially in accordance with the terms purpose of performing or enforcing any rights arising out of this Section 20Agreement, or (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound specifically permitted by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection No public announcement or press release with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party respect to this Agreement and mentioning Purchaser shall be made without the prior written consent of the Purchaser (not to be unreasonably withheld or its nomineedelayed), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “"Confidential Information” " means information delivered to any Purchaser by or on behalf of the Company Obligors or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyObligors or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s 's behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company Obligors or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its such Purchaser's directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its such Purchaser's Notes), (ii) its such Purchaser's financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser offers to purchase any Security security of the Company an Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s 's investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes 's Notes, this Agreement and this Agreementany Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company Obligors in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company Obligors embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company Obligors or its their Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinksSyndtrak, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the CompanyObligors, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesMRP Shares), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any NoteMRP Shares, (iv) any Institutional Investor to which it sells or offers to sell such Note MRP Shares or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes MRP Shares, this Agreement and this Agreementthe Articles Supplementary. Each holder of a Notean MRP Share, by its acceptance of a Notean MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note an MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Notean MRP Share, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities ’s securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20Agreement, “"Confidential Information” means information delivered " shall mean any communication disclosed to any Purchaser the Executive or known by the Executive as a consequence of or on behalf of the Company in connection through his past, present or prospective employment or business relationship with the transactions contemplated by or otherwise pursuant to this Agreement that is Unified Group, not generally known and available in the Unified Group's industries, which constitutes the Unified Group's (including Unified's) proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information non-public method(s) of the Companydoing business, provided that such term does including, but not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each caselimited to, any similar organizationinformation related to trade secrets, or any nationally recognized rating agency pricing formulas, know-how, test data, Customer lists, vendor lists, training and operating manuals, software and reporting systems. Unified and the Executive acknowledge that requires access to information about such Purchaser’s investment portfolioduring the Executive's period of employment by Unified, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance the Unified Group will furnish the Executive with any lawConfidential Information. The Executive agrees both during his employment with Unified, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder whether under this Agreement or requested by otherwise, and at all times thereafter, that the Executive, his officers, directors, partners, employees, affiliates, agents, representatives or assigns (collectively "Representatives") shall keep all Confidential Information in the strictest confidence and shall not discuss, publish, communicate, transmit, reproduce or otherwise disclose such holder (Confidential Information, in any manner whatsoever, in whole or in part, without the prior written consent of Unified, unless and until such time as the Confidential Information becomes generally known in the Unified Group's industries other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions through breach of this Section 20Agreement. A holder of a Note, Any written consent by receipt Unified to the Executive's disclosure of Confidential Information, hereby also acknowledges if given, shall in no way operate as a waiver of the Executive's obligation to maintain the confidential nature of the material disclosed or to protect and preserve that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and Confidential Information from disclosure so that it has implemented policies will receive confidential treatment thereafter. The Executive agrees to comply with applicable lawsreimburse Unified for any damages sustained and costs and expenses, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries including attorneys' fees, incurred in connection with an unauthorized disclosure of Confidential Information by the transactions contemplated by Executive, his Representatives or otherwise pursuant any other person or persons to this Agreement, any Purchaser whom the Executive or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinghis Representatives previously had disclosed Confidential Information.

Confidential Information. For Each Preferred Holder and Founder Holder agrees that such Preferred Holder or Founder Holder shall keep confidential and shall not disclose or use (other than to monitor its investment in the purposes Company) this Agreement and all Schedules and Exhibits hereto, the Financing Agreements, and all other documents delivered in connection with any Closing, and also any confidential, proprietary, or secret information that it has or may obtain from the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received 10 by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosurePreferred Holder), (b) subsequently becomes publicly known through no act is or omission has been independently developed or conceived by such Purchaser the Preferred Holder or any person acting on such PurchaserFounder Holder without use of the Company’s behalfconfidential information, or (c) otherwise becomes is or has been made known or disclosed to the Preferred Holder or Founder Holder by a third party without a breach of any obligation of confidentiality such Purchaser other than through disclosure by third party may have to the Company Company; provided, however, that a Preferred Holder or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect Founder Holder may disclose confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) to its directorsattorneys, trusteesaccountants, officersconsultants, employees, agents, attorneys and affiliates (other professionals to the extent such disclosure reasonably relates necessary to obtain their services in connection with monitoring its investment in the administration of Company and negotiating the investment represented by its Notes), terms thereof; (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder prospective purchaser of any NoteRegistrable Securities from such Preferred Holder or Founder Holder, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information prospective purchaser agrees to be bound by the provisions of this Section 20)10; (iii) to any affiliate, partner, member, stockholder, or wholly owned subsidiary of such Preferred Holder or Founder Holder in the ordinary course of business, provided that such Preferred Holder or Founder Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (viv) any Person from which it offers to purchase any Security of as may otherwise be required by law, court order or subpoena, provided that the Preferred Holder or Founder Holder promptly notifies the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information disclosure and takes reasonable steps to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to minimize the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingdisclosure.

Confidential Information. For The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall not use or disclose any information provided to the purposes of this Section 20, “Confidential Information” means information delivered Insurer pursuant to any Purchaser by or on behalf of the Company in connection with this Insurance Agreement or the transactions contemplated by issuance of the Policy or otherwise related to the Transactions, including any matter of which it becomes aware during the inspections conducted or discussions had pursuant to Section 2.02(b), unless such information is readily available from public sources or except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Company Documents; provided, however, that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information provided to the Insurer pursuant to or in connection with this Insurance Agreement that is proprietary in nature and that was clearly marked or labeled the issuance of the Policy or otherwise adequately identified when received by such Purchaser as being confidential related to the Transactions, including any information of which it becomes aware through such inspections or discussions, the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time Insurer will promptly notify IOS Capital of such disclosure, (brequest(s) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by so that IOS Capital may seek an appropriate protective order and/or waive the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance Insurer's compliance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Insurance Agreement. If, (v) any Person from which it offers to purchase any Security in the absence of a protective order or the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by a waiver hereunder, the provisions of this Section 20)Insurer is, (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO ornonetheless, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or the opinion of its counsel (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to shall be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nomineeIOS Capital), compelled to disclose such holder will enter into an agreement with information to any tribunal or else stand liable for contempt or suffer other censure of significant penalty, the Company embodying Insurer may disclose such information to such tribunal that the provisions of this Section 20. A holder of a NoteInsurer is compelled to disclose, by receipt of Confidential Information, hereby also acknowledges provided that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations Insurer shall promptly notify IOS Capital that the Insurer has been compelled to so disclose and that it has implemented policies the Insurer shall use best efforts to comply with applicable laws, rules and regulations and provide to prohibit any such prohibited trades. In the event that as IOS Capital prior to disclosure a condition copy of all information to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingso disclosed.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” Information means information delivered to any Purchaser you by or on behalf of the Company any Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the Companysuch Obligor or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company any Obligor or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any NoteNoteholder, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a NoteNoteholder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note Noteholder of information required to be delivered to such holder Noteholder under this Agreement or requested by such holder Noteholder (other than a holder Noteholder that is a party to this Agreement or its nominee), such holder Noteholder will enter into an agreement with the Company Obligors embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking21.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s 's behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s 's investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s 's Notes and this Agreement. Each holder of a Note, Cleco Power LLC Note Purchase Agreement by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20Each Agent, “Confidential Information” means information delivered each L/C Issuer, and each Lender agree to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that use commercially reasonable efforts (a) was publicly known or otherwise known to such Purchaser prior equivalent to the time of efforts such disclosureAgent, (b) subsequently becomes publicly known through no act such L/C Issuer or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known Lender applies to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain maintaining the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith its own confidential information) to protect maintain as confidential all confidential information provided to them by the Sotheby Entities and designated as confidential for a period of third parties delivered to two (2) years following receipt thereof, except that any Agent, any L/C Issuer and any Lender may disclose such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to information (i) its directorsto Persons employed or engaged by such Agent, trusteessuch L/C Issuer or such Lender, officersor such Agent’s, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), L/C Issuer’s or Lender’s Affiliates; (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells bona fide assignee or offers to sell such Note participant or any part thereof potential assignee or any participation therein (if such Person participant that has agreed in writing prior to its receipt of such Confidential Information to be bound by provisions substantially similar to the provisions of this Section 2011.8 (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 (i) above); (iii) as required or requested by any Governmental Authority or reasonably believed by such Agent, such L/C Issuer or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (iv) as, on the advice of such Agent’s, such L/C Issuer’s or such Lender’s counsel, is required by law; (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with the exercise of any litigation right or remedy under the Loan Documents or in connection with any Litigation to which such Purchaser Agent, such L/C Issuer or such Lender is a party party; or (zvi) if an Event that ceases to be confidential through no fault of Default has occurred any Agent, any L/C Issuer or any Lender. Furthermore, each Credit Party releases any Agent, any L/C Issuer and is continuing, any Lender from the applicable banking secrecy obligations with regard to the Loan Documents and to any information directly or indirectly relating to the credit relations described in this Agreement to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or as required for the protection execution, performance and administration of the Loan Documents, and/or for due exercise of the respective rights or fulfillment of the respective obligations by any Agent, any L/C Issuer or any Lender and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to authorizes the benefits of this Section 20 as though it were a respective party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or forward data within its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules respective jurisdiction and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingabroad.

Confidential Information. For the purposes of this Section 2021, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement Agreement, the Parent Guarantee or the Subsidiary Guarantee that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2021, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (v) any Person from which it offers to purchase any Security security of the Company or the Parent (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2021), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this Agreement, the Parent Guarantee and the Subsidiary Guarantee. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 21 as though it were a party to this Agreement. On reasonable request by the Company or the Parent in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company Company, the Parent and any Subsidiary Guarantor embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking21.

Confidential Information. For Buyer shall treat as confidential all information and materials furnished or made available by Seller to Buyer in accordance with this Contract or obtained by Buyer in the purposes course of this Section 20its investigation and Feasibility Study (collectively, “Confidential Information” means information delivered ”). Buyer will not divulge and will use its commercially reasonable efforts to prevent Buyer’s Representatives (defined below) from divulging the Confidential Information except as reasonably necessary to third parties engaged by Buyer for the limited purpose of analyzing and investigating the Confidential Information for the purpose of consummating the transaction, including Buyer’s agents, attorneys, representatives, consultants, prospective lenders, current and prospective investors and their advisors, current and prospective financial partners, and engineers in this transaction (collectively “Buyer’s Representatives”), so long as Buyer informs the person to whom the disclosure is made of the confidential nature of the Confidential Information and Buyer’s obligations with respect thereto under this Contract and directs the person to whom the disclosure is made to treat the Confidential Information confidentially and not to disclose the Confidential Information to any Purchaser person other than as authorized by this Section 5(d). If Buyer purchases the Property, then Buyer and Buyer’s Representatives may disclose such Confidential Information after the Closing. Notwithstanding anything to the contrary in this Section 5(d) or on behalf of in any other agreement to which a party hereto is bound, the Company in connection with the transactions contemplated by Confidential Information shall exclude, and Buyer and Buyer’s Representatives may disclose, any information or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information documentation that (ai) is readily ascertainable by the general public, (ii) was publicly known or otherwise known to such Purchaser Buyer on a non-confidential basis prior to the time execution of such disclosurethis Contract, (biii) subsequently becomes publicly known through no act or omission is deemed advisable by such Purchaser or any person acting on such Purchaser’s behalfBuyer to disclose to its officers, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trusteesmembers, officersmanagers, employees, agents, attorneys consultants, members of professional firms serving it or potential lenders, investors, consultants and affiliates (brokers and others who need to know such information or review such documentation for the extent such purpose of assisting Buyer in connection with the transaction contemplated by this Contract so long as Buyer informs the person to whom the disclosure reasonably relates to the administration is made of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential nature of the Confidential Information substantially in accordance and Buyer’s obligations with respect thereto under this Contract and directs the terms of person to whom the disclosure is made to treat the Confidential Information confidentially and not to disclose the Confidential Information to any person other than as authorized by this Section 20, (iii) any other holder of any Note5(d), (iv) any Institutional Investor to which it sells is required by a subpoena, civil investigative demand or offers to sell such Note or any part thereof or any participation therein (similar process, but only if such Person has agreed in writing prior to its Buyer promptly upon receipt of such the subpoena, demand or process notifies Seller and cooperates in any efforts by Seller to obtain a protective order or other assurance that confidential treatment will be accorded the Confidential Information to be bound disclosed under the subpoena, demand or process and Buyer uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed, or (v) is deemed advisable by Buyer or its counsel to be disclosed in connection with financial reporting, securities disclosures or other legal, tax or financial requirements or guidelines applicable to Buyer or any affiliate thereof, including any disclosures to the Securities and Exchange Commission. The provisions of this Section 20), (v5(d) will survive Closing or any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions termination of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingContract.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby xxxxxx also acknowledges that trading in agrees, not to directly or indirectly trade the Company's Securities may be prohibited under ’s common stock in violation of applicable lawslaw, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company rule or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingregulation.

Confidential Information. For the purposes of this Section 20Each Term Lender and Term Agent agrees to use all commercially reasonable efforts to maintain, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information information obtained by it pursuant to any Loan Document and designated in accordance with procedures adopted writing by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserany Borrower as confidential, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Designated Borrower’s consent, (ii) its financial advisors to Related Persons, funding sources and other professional advisors who agree investment committees of such Term Lender, or Term Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 8.10 or (B) available to such Term Lender or Term Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteBorrower) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Governmental Authority, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Borrowers, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants and to their respective Related Persons, in each case to the extent such assignees, investors, participants or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 8.10 (and such Person may disclose information about such Purchaser’s investment portfolioto their respective Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, (wix) to effect compliance with any lawrating agency (provided that, ruleprior to any such disclosure, regulation or order applicable to such Purchaserholder shall make the recipient of such Confidential Information aware of the confidential nature of the same), and (x) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Term Lender or Term Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Borrowers or for the protection their Related Persons referring to a Term Lender or Term Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 8.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Borrower (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 8.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf The Employee acknowledges that 'n his capacity as an employee of the Company he will occupy a position of trust and confidence and he further acknowledges that he will have access to and learn substantial information about the Company and its "affiliates" (as defined in connection Section 21 below) and their respective operations that is confidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and the Company's and its affiliates' financial position and financing arrangements (the "Confidential Information"). The Employee agrees that all such Confidential Information is proprietary or confidential, or constitutes trade secrets and is the sole property of the Company and/or its affiliates. The Employee will keep confidential, and will not reproduce, copy or disclose to any other person or entity, any such Confidential Information, nor will the Employee advise, discuss with or in any way assist any other person or entity in obtaining or learning about any such Confidential Information; provided, however, that the Employee (i) shall be able to use the Confidential Information in the course of performing his duties hereunder; and (ii) may disclose any Confidential Information pursuant to any law, subpoena or regulation. Accordingly, the Employee agrees that during the Term and at all times thereafter he will not disclose, or permit or encourage anyone else to disclose, any such information, nor will he utilize any such information, either alone or with others, outside the scope of his duties and responsibilities with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such . The term does "Confidential Information" shall not include (i) any information that available to the general public; or (aii) was publicly any information known or otherwise known to such Purchaser by the Employee prior to the time date he became a member of such disclosure, (b) subsequently becomes publicly known through no act or omission the Board which was obtained from a source who was not bound by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the a confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (obligation to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Executive acknowledges that during her employment she will learn and have access to confidential information regarding the purposes of this Section 20, “Bank or any affiliate and its customers and businesses ("Confidential Information” means "). The Executive agrees and covenants not to disclose or use for her own benefit, or the benefit of any other person or entity, any such Confidential Information, unless or until the Bank or any affiliate consents to such disclosure or use or such information delivered becomes common knowledge in the industry or is otherwise legally in the public domain. The Executive shall not knowingly disclose or reveal to any Purchaser by unauthorized person any Confidential Information relating to the Bank or on behalf any affiliates, or to any of the Company in connection with businesses operated by them, and the transactions contemplated by or otherwise pursuant to this Agreement Executive confirms that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information constitutes the exclusive property of the Company, provided that such term does Bank or any affiliate. The Executive shall not include information that otherwise knowingly act or conduct herself (a) was publicly known or otherwise known to such Purchaser prior to the time material detriment of such disclosurethe Bank or its affiliates, or (b) subsequently becomes publicly known through no act in a manner which is inimical or omission by such Purchaser contrary to the interests of the Bank or any person acting on such Purchaser’s behalfaffiliate. Notwithstanding anything herein to the contrary, (c) otherwise becomes known to such Purchaser other than through disclosure failure by the Company or (d) constitutes financial statements delivered Executive to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance comply with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security may result in the immediate termination of the Company (if such Person has agreed in writing prior to its receipt Executive Plan within the sole discretion of such Confidential Information to be bound the Bank, disciplinary action against the Executive taken by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency Bank and other remedies that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary available in law or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradesequity. In witness whereof, the event parties hereto acknowledge that as each has carefully read this Executive Plan and executed the original thereof on the first day set forth hereinabove, and that, upon execution, each has received a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreementconforming copy. AMERICAN BANK OF NEW JERSEY Bloomfield, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.New Jersey /s/ Kathleen Walsh By: /s/ W. George Xxxxxx -------------------------------------------- -------------------- Witness Title: Chairman /s/ Kathleen Walsh /s/ Catherine Brxxxxxxx -------------------------------------------- ----------------------- Witness Catherine Bringuier

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Administrative Agent and each of the purposes Holders agree that, without the prior consent of the Company, it will use its best efforts not to disclose any information with respect to the Obligor which is furnished pursuant to this Agreement, any other Note Document or any documents contemplated by or referred to herein or therein and which is designated by the Company to the Administrative Agent and the Holders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Holder and the Administrative Agent may disclose any such information (a) to its employees, Affiliates, auditors and counsel, advisors or to another Holder, (b) as has become generally available to the public other than by a breach of this Section 2021, “Confidential Information” means information delivered (c) as may be required or appropriate in any report, statement or testimony submitted to any Purchaser by municipal, state or on behalf federal regulatory body having or claiming to have jurisdiction over such Holder or the Administrative Agent or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the Office of the Company Comptroller of the Currency, the NAIC, the SVO or similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Holder or such Administrative Agent, (e) to any prospective participant or assignee in connection with any contemplated transfer pursuant to Section 25.1; provided that such prospective transferee shall have been made aware of this Section 21 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications, (g) in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with the transactions contemplated by or otherwise pursuant Note Documents, (h) to this Agreement a Person that is proprietary an investor or prospective investor in nature and a Securitization (as defined below) that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential agrees that its access to information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by regarding the Company or (d) constitutes financial statements delivered to and the Notes is solely for purposes of evaluating an investment in such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such PurchaserSecuritization, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directorsto a Person that is a trustee, trusteescollateral manager, officersservicer, employeesnoteholder or secured party in a Securitization in connection with the administration, agents, attorneys servicing and affiliates (to reporting on the extent assets serving as collateral for such disclosure reasonably relates to the administration of the investment represented by its Notes)Securitization, (iij) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any a nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolioregarding the Obligors, or the Notes and the Note Documents in connection with ratings issued with respect to a Securitization, (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (wk) to effect compliance with any lawbank, rule, regulation financial institution or order applicable to such other financing source of a Purchaser, (xl) in response to S&P, Mxxxx’x, Fitch and/or any subpoena or other legal processratings agency, (y) in connection with any litigation to which as such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be deems necessary or appropriate in the enforcement or for the protection of the rights and remedies under connection with such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder ’ obtaining financing; (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree m) to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace Purchaser’s or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, Administrative Agent’s investors or potential investors as between such Purchaser or the Administrative Agent reasonably deems necessary or appropriate; or (n) to a Purchaser’s or the Administrative Agent’s creditors or potential creditors as such holder and Purchaser or the CompanyAdministrative Agent reasonably deems necessary or appropriate. For purposes of this Section, this Section 20 shall supersede any such other confidentiality undertaking.“

Confidential Information. For the purposes of this Section 2028, “"Confidential Information” " means such information delivered to any Purchaser each holder by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser holder as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (ai) was becomes publicly known or otherwise known to such Purchaser prior to the time available other than as a result of such disclosurea breach of this Agreement, (bii) subsequently becomes publicly known through no act or omission by such Purchaser or available to any person acting holder on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser a non-confidential basis from a source other than through disclosure by the Company or its Subsidiaries or (diii) constitutes financial statements delivered was available to any holder on a non-confidential basis prior to its disclosure to such Purchaser under Section 7.1 that are otherwise publicly availableholder. Each Purchaser holder will use reasonable efforts to maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser holder in good faith to protect confidential information of third parties delivered to such Purchaser, holder; provided that such Purchaser holder may deliver or disclose Confidential Information to (i) its each holder's directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its such holder's Notes), (ii) its each holder's financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 2028, (iii) any other holder of any Noteholder, (iv) any Institutional Investor Person to which it any holder sells or offers to sell such Note its Notes or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2028), (v) any Person from which it whom any holder offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 2028), (vi) any federal or state regulatory authority having jurisdiction over such Purchaserany holder, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s holder's investment portfolio, or (viii) each holder's investors or fund participants in the ordinary course, (ix) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaserholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser holder is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser holder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s its Notes and this Agreementthe other Operative Documents. Each holder of a Noteholder, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 28 as though it were a party to this Agreement. On reasonable request by the Company [The remainder of this page is intentionally left blank.] If you are in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying foregoing, please sign the provisions form of agreement on the accompanying counterparts of this Section 20. A holder of letter, whereupon this letter shall become a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited binding agreement under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder seal among you and the Company. Please then return one of such counterparts to the Company. Very truly yours, this Section 20 shall supersede any such other confidentiality undertaking.ALION SCIENCE AND TECHNOLOGY CORPORATION By:_________________________________ Name:_______________________________ Title:______________________________ The foregoing Agreement is hereby agreed to as of the date thereof. IIT RESEARCH INSTITUTE By:_________________________________ Name:_______________________________ Title:______________________________

Confidential Information. For the purposes of this Section 20paragraph 11H, “Confidential Information” means information delivered to any Purchaser you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 paragraph 5A that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20paragraph 11H, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20paragraph 11H), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20paragraph 11H), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 paragraph 11H as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. paragraph 11H. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this AgreementAgreement or any other Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20paragraph 11H, this Section 20 paragraph 11H shall not be amended thereby and, as between such Purchaser or such holder and the CompanyIssuers, this Section 20 paragraph 11H shall supersede any such other confidentiality undertaking.

Confidential Information. For Each Lender, L/C Issuer and Agent agrees to use all reasonable efforts to maintain and to cause their Related Persons to maintain, in accordance with its customary practices, the purposes confidentiality of this Section 20, “Confidential Information” means information delivered obtained by it pursuant to any Purchaser by or on behalf Loan Document (including such information received prior to the Closing Date under the terms of the Company applicable commitment letter or in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature negotiations of such commitment letter and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyLoan Documents), provided except that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower Representative’s consent, (ii) its financial advisors to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to issue Letters of Credit hereunder, that are advised of the confidential nature of such information and other professional advisors who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20hereof, (iii) to the extent such information at the time of receipt or thereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other holder of than any NoteCredit Party) not known by them to be subject to disclosure restrictions, (iv) (A) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Institutional Investor to which it sells Governmental Authority or offers to sell (B) in connection with a pledge made in accordance with subsection 9.9(e) and such Note or any part thereof or any participation therein recipient under this clause (if such Person iv)(B) has agreed in writing prior to its receipt been advised of the confidential nature of such Confidential Information information and is instructed to be bound by keep such information confidential in accordance with the provisions of this Section 20)terms hereof, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to information about current or prospective (A) assignees, (B) SPVs (including the investors or prospective investors therein) or (C) participants, in each case under (A), (B) and (C), as contemplated by Section 9.9, (D) direct or contractual counterparties to any Secured Rate Contracts, Secured Commodities Hedging Contracts or Secured Bank Products and (E) to their respective Related Persons, in each case to the extent such Purchaser’s investment portfolioassignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10, (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding relating to any Loan Document to which such Purchaser Lender, L/C Issuer or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender, L/C Issuer or Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as of any conflict between the terms of this Section 9.10 and those of any other Contractual Obligation entered into by Agent, any Lender, any L/C Issuer or any of their Related Persons with any Credit Party (whether or not a condition to receiving access to information Loan Document) relating to this Agreement and/or the Company other Loan Documents (or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreementevidenced hereby), any Purchaser or holder the terms of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 9.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 2017, “"Confidential Information” " means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked nature, whether in oral, written, graphic, model or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companymachine readable form, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalfbehalf thereof, or (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered any Subsidiary or any other Person in violation of a confidentiality obligation to the Company known to such Purchaser under Section 7.1 that are otherwise publicly availablePurchaser. Each For a period of three (3) years following the date of this Agreement, each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser it in good faith to protect confidential information of third parties delivered to such Purchaserit, provided that such Purchaser the Purchasers may deliver or disclose Confidential Information to (i) its their respective directors, trustees, officers, employees, agents, attorneys accountants, attorneys, partners, members and affiliates Affiliates (to the extent such disclosure reasonably relates to the administration or evaluation of the investment represented by its Notes)the Shares purchased by such Purchaser) who have agreed to hold confidential the Confidential Information, (ii) its the financial advisors and other professional advisors to such Purchaser who agree are instructed and have agreed to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20Information, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser offers to purchase any Security security of the Company (if such Person has agreed in writing prior Company, to its receipt of such Confidential Information to be bound the extent required by the provisions of this Section 20)law, (viiv) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) to the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, extent required by law or (viiiv) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement of or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the The provisions of this Section 2017 shall expire upon the Closing. A holder Notwithstanding the foregoing, each party to the transaction (and each employee, representative, or other agent of a Noteeach such party) may disclose to any and all Persons, by receipt without limitations of Confidential Informationany kind, hereby also acknowledges the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that trading in are provided to the Company's Securities may party relating to such tax treatment and tax structure; provided, however, that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or tax structure of the transaction; provided, further, however, that the tax treatment and tax structure shall be prohibited under applicable laws, rules and regulations and that it has implemented policies kept confidential to the extent necessary to comply with applicable federal or state securities laws, rules and regulations and to prohibit any such prohibited trades. In addition, no party is subject to any restriction concerning its consulting with its tax advisers regarding the event that as a condition to receiving access to information relating to tax treatment or tax structure of the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, transaction at any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingtime.

Confidential Information. For Each party (for the purposes of this Section 20Article, a “Receiver”) shall maintain in strict confidence, and agree not to disclose to any third party, except as necessary for the performance of this Agreement when authorized by the other party (for the purposes of this Article, a “Discloser”) in writing, Confidential Information that the Receiver receives from the Discloser or its Affiliates. Notwithstanding the foregoing, Aircell may share the contents of this Agreement with investment bankers and prospective investors who have, prior to any disclosure, agreed in wilting to confidentiality restrictions that are not less onerous than those that apply to Aircell under this Agreement, and Delta may disclose such Confidential Information as is reasonable or necessary for installation, operation, maintenance and Deinstallation of the ABS Equipment to third parties who have, prior to any disclosure, agreed in writing to confidentiality restrictions that are not less onerous than those that apply to Delta under this Agreement. “Confidential Information” means means: (A) the terms and conditions of this Agreement; (B) all non-public information delivered to of the Discloser or its Affiliates, including, but not limited to, any Purchaser information regarding identifiable individuals, including without limitation, customers or employee, which information has been collected by or on behalf of the Company in connection with Discloser or its Affiliates (“PII” or “Personally Identifying Information”); that (i) is of a confidential or proprietary nature, (ii) relates to the transactions contemplated by or otherwise pursuant to subject matter of this Agreement that and (iii) is proprietary in nature and that was clearly marked as confidential at the time of disclosure, or labeled transmitted verbally or otherwise adequately identified when received by such Purchaser demonstration (specifically designated as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to Confidential Information at the time of such disclosure, ) and followed up by a letter within ten (b10) subsequently becomes publicly known through no act business days of its disclosure indicating that the information disclosed verbally or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company demonstration is Confidential Information; or (dC) constitutes financial statements delivered with respect to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential Aircell, all non-public information of third parties delivered to such Purchaser, provided that such Purchaser may deliver Delta or disclose Confidential Information to its Affiliates which (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration is of the investment represented by its Notes)a confidential or proprietary nature, (ii) its financial advisors is provided by Delta to Aircell’s employees to perform Services for Delta pursuant to this Agreement at any Installation Site or obtained by the Aircell’s employees during the provision of Services at any Installation Site, and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells a reasonable person would or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information should understand to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingconfidential.

Confidential Information. Consultant acknowledges that as a result of its provision of the Services, Consultant has and will be the recipient of Confidential Information of Nxxx. For the purposes of this Section 20Agreement, the term “Confidential Information” means shall mean any and all data and information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace electronic or otherwise) which is different from this Section 20disclosed or made available by Nxxx to Consultant hereunder, this Section 20 shall whether or not be amended thereby anddesignated as “confidential,” which relates to Nxxx or its affiliates, as between such Purchaser or such holder including but not limited to, information about Nxxx’x financial condition, employees, customers, customer lists, referral sources, pricing, marketing, processes and techniques, licenses, patents, copyrights, know-how, technical information, trade secrets under applicable statutes and the Companycommon law, this Section 20 shall supersede methods, forms, written documents, drawings, photographs, samples, visual demonstrations, observations, computer disks and other data, in machine readable form, and oral disclosures pertaining to, based on, or containing, directly or indirectly, in whole or in part, any such Confidential Information, irrespective of form or medium of communication, whether prepared by Nxxx, whether marked or designated as “confidential” or a similar term and whether furnished before, on or after the date of this Agreement. With respect to the Confidential Information of Nxxx, Consultant shall: (a) maintain the Confidential Information in absolute secrecy and use at least the same level of care that it uses to protect its own Confidential Information to prevent disclosure, directly or indirectly, of all or any portion of such Confidential Information; (b) not, without the express prior written consent of Nxxx, publish or disclose the Confidential Information in any way or form, except as otherwise expressly stated herein, to any person or entity; (c) not, without the express prior written consent of Nxxx, use the Confidential Information, except as otherwise expressly stated in this Agreement; (d) ensure that access to the Confidential Information is available only to its employees and/or representatives who have a bona fide need to know said Confidential Information and then only to the extent necessary for the purpose of enabling them to perform their assigned tasks in connection herewith; provided, however, that such persons shall be informed of the confidential nature of the Confidential Information, are obligated to maintain the confidentiality thereof and to comply with all other confidentiality undertakingobligations hereunder; and (e) minimize the reproduction of the Confidential Information and secure all copies made thereof in the same manner as the original materials are secured. Consultant acknowledges and agrees that it is responsible for any breach by its employees or representatives of any of the terms of this Agreement.

Confidential Information. For Each member of the purposes PW Group acknowledges that information concerning the business and affairs of this Section 20the Company (“Confidential Information”) may be disclosed to the PW Designee by the Company or its subsidiaries, or by the Company’s or its subsidiaries’ directors, officers, employees, agents, consultants, advisors or other representatives, including legal counsel, accountants and financial advisors (collectively, “Representatives”). Each member of the PW Group agrees that the Confidential Information will be kept confidential by the PW Designee and that the PW Designee will not disclose any of the Confidential Information in any manner whatsoever, including without limitation to other members of the PW Group, without the specific prior written consent of the Company unless disclosure is required by applicable laws or regulations or in connection with any judicial or regulatory proceedings (including by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process); provided, however, that the term “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does shall not include information that (a) was publicly known in or otherwise known to such Purchaser prior enters the public domain, or was or becomes generally available to the time public, other than as a result of such disclosuredisclosure by the PW Designee in violation of this Agreement, or (b) subsequently becomes publicly known through no act was independently acquired or omission developed by such Purchaser the PW Designee without violating any of the obligations of the PW Designee or any person acting on such Purchaser’s behalfother confidentiality agreement, (c) otherwise becomes known to such Purchaser or under any other than through disclosure by contractual, legal, fiduciary or binding obligation of the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly availablePW Designee. Each Purchaser will maintain Notwithstanding the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserforegoing, provided that such Purchaser the PW Designee may deliver or disclose Confidential Information to (i) its directorshis attorneys and, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration advance written permission of the investment represented by its Notes)Company, (ii) its financial advisors and to his other professional advisors Representatives, in each case who agree are instructed to hold keep such information confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)Agreement and the PW Designee will be responsible for any failure by such Representatives to keep such information confidential. The PW Designee agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information. Each member of the PW Group acknowledges that the U.S. securities laws prohibit any person who has received from an issuer material, (v) non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any Person from other person under circumstances in which it offers is reasonably foreseeable that such person is likely to purchase any Security of the Company (if or sell such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingsecurities.

Confidential Information. For the purposes of this Section 20Section, “Confidential Information” means information delivered provided to any Purchaser a Lender by or on behalf of the a Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is confidential and/or proprietary in nature and that was clearly marked or labeled or otherwise adequately identified in writing (or verbally in the case of an oral communication) when received by such Purchaser Lender as being confidential information of the Company, information; provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser Lender prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser Lender or any person Person acting on such PurchaserLender’s behalf, (c) otherwise becomes known to such Purchaser Lender other than through disclosure by the a Company or any other Lender, or (d) constitutes financial statements delivered or made available to such Purchaser Lender under Section 7.1 Article V that are otherwise publicly available. Each Purchaser Lender will maintain the confidentiality of such Confidential Information provided to the Lender in accordance with reasonable procedures adopted by such Purchaser Lender in good faith to protect confidential information of third parties delivered to such PurchaserLender, provided that such Purchaser Lender may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates Affiliates (which Affiliates have agreed to hold confidential the confidential information) (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notesthis Agreement), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20Section, (iii) any other holder of any NoteLender, (iv) any Institutional Investor permitted assignee to which it sells such Lender proposes to make, or offers makes, an assignment pursuant to sell such Note or any part thereof or any participation therein and permitted by Section 10.10 (if and provided such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20Section), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) Lender to the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolioextent required, or (viiivi) any other Person to which such delivery or disclosure may be necessary or appropriate required (w) to effect compliance with any law, rule, regulation or order applicable to such PurchaserLender, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser Lender is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser Lender may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the such Lender’s rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a NoteWithout limiting the foregoing, by its acceptance of a Note, will be deemed each assignee pursuant to have agreed to be Section 10.10 shall enter into such agreement with Borrower confirming that such assignee is bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities as Borrower may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingreasonably request.

Confidential Information. For During the purposes Term of this Section 20Agreement and at all times thereafter, “Confidential Information” means information delivered CONSULTANT agrees that it will keep confidential and will not use or divulge to any Purchaser by person, firm or on behalf of the Company corporation, without COMPANY's specific, prior consent in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to writing (i) any confidential information concerning the business affairs of COMPANY, or any of its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), affiliates; (ii) any trade secrets of COMPANY, or any of its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, affiliates; or (iii) any other holder specialized information or data relating to COMPANY, the COMPANY's Proprietary Rights, or any participants therein, heretofore or hereafter learned, acquired or coming to CONSULTANT's knowledge during the Term. Notwithstanding the above, the CONSULTANT shall have no liability to COMPANY with regard to information which (i) was generally known and available in the public domain at the time it was disclosed or becomes generally known and available in the public domain through no fault of any Note, CONSULTANT; (ii) was known to CONSULTANT at the time of disclosure as shown by the files of CONSULTANT in existence at the time of disclosure; (iii) is disclosed with the prior written approval of COMPANY; (iv) was independently developed by CONSULTANT without any Institutional Investor use of confidential information and by employees or other agents of CONSULTANT who have not been exposed to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), confidential information; (v) any Person becomes known to CONSULTANT from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions a source other than COMPANY without breach of this Section 20), Agreement by CONSULTANT and otherwise not in violation of COMPANY's rights; and (vi) any federal or state regulatory authority having jurisdiction over such Purchaseris disclosed pursuant to the order of a court, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating administrative agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal processgovernmental body; provided, (y) in connection with any litigation that CONSULTANT shall provide prompt, advanced notice thereof to which enable COMPANY to seek a protective order or otherwise prevent such Purchaser disclosure, and provided that CONSULTANT's disclosure is a party or (z) if an Event of Default has occurred and is continuing, limited to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information expressly required to be delivered to such holder under this Agreement or requested by such holder (court, administrative agency or other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovernmental body.

Confidential Information. The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' parent, directors, governors, officers, managers, employees, and agents, including accountants, legal counsel and other advisors (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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (e) to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations (it being understood in each case 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), (f) with the consent of the Borrower, or (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 18(T) or (ii) becomes available to Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section 2018(T), “Confidential "Information” " means all information delivered received from the Borrower relating to the Borrower or its business, other than any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement such information that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of available to the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 18(T) shall be considered to have complied with its obligation to do so if such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known Person has exercised the same degree of care to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by as such Purchaser in good faith to protect confidential information of third parties delivered Person would accord to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold Person’s own confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinginformation.

Confidential Information. For (a) As promptly as reasonably practicable following the purposes Closing, ABI shall use its commercially reasonable efforts to deliver to Buyer or destroy all Buyer Confidential Information in the possession of this Section 20ABI or its Affiliates as of the Closing Date, “in each case without keeping any copies, in whole or part thereof in any medium whatsoever; provided, however, that ABI and its Affiliates (i) shall be entitled to retain the minimum number of copies of the Buyer Confidential Information” means information delivered Information to the extent necessary to comply with any Purchaser applicable Law or any rule of any securities exchange to which ABI or any of its Affiliates is subject, which shall be used or disclosed solely for such purposes, (ii) shall not be required to destroy or delete Buyer Confidential Information or computer models, electronic files or other electronic material prepared by or on behalf of ABI or its Affiliates that incorporate Buyer Confidential Information to the Company extent backed up or archived in connection with the transactions contemplated by or otherwise pursuant ordinary course of business, which Buyer Confidential Information shall remain subject to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information the terms of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information Confidentiality Agreement in accordance with procedures adopted by such Purchaser in good faith Section 5.23(b) and (iii) shall be entitled to protect confidential information retain copies of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose the Buyer Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates necessary for ABI or any of its Affiliates to exercise their respective rights or perform their respective obligations under the administration Xxxxxx-JV Agreements that are amended, modified or restated pursuant to Section 5.09 or any agreements under which ABI or any of its Affiliates will provide Buyer and its Affiliates any of the investment represented by its Notes)Transition Services pursuant to Section 5.10 (such agreements, (iithe “Closing Date Agreements”) its financial advisors and other professional advisors who agree to hold confidential the or this Agreement, which Buyer Confidential Information substantially in accordance with shall be treated by ABI and its Affiliates as confidential pursuant to the terms of such Closing Date Agreements or this Section 20Agreement, (iii) any other holder as the case may be. ABI shall cause one of any Note, (iv) any Institutional Investor its authorized officers to which it sells or offers deliver to sell such Note or any part thereof or any participation therein (if such Person Buyer a certificate stating that ABI has agreed in writing prior to its receipt complied with all of such Confidential Information to be bound by the provisions requirements of this Section 205.23(a), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Agent, each Lender and each L/C Issuer each shall treat confidentially all information obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrower’s consent, (ii) to Related Persons of such Lender, L/C Issuer or the Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, on a “need to know” basis solely in connection with this Agreement or the other Loan Documents and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential (and the Agent, such Lender and such L/C Issuer agrees to remain liable for their breach thereof), (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or the Agent or to any of their Related Persons, as the case may be, on a non-confidential basis from a source other than any Credit Party and not in violation of any confidentiality agreement or obligation owed to any Credit Party or its respective Affiliates, (iv) to the extent disclosure is required by applicable Requirements of Law in any legal process or requested or demanded by any Governmental Authority having jurisdiction over the Agent, such Lender or such L/C Issuer, in each such case under this clause (iv), such Person shall promptly notify the Borrower in advance of such disclosure, to the extent permitted by applicable Requirements of Law and use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment, (v) upon the request or demand of any regulatory authority having jurisdiction over the Agent, any Lender or any other Secured Party or their respective Affiliates (in which case (y) other than in connection with a routine audit or examination by bank accountants or the Small Business Administration, such Person shall promptly notify the Borrower, in advance, to the extent permitted by Requirements of Law and (z) in all instances, such Person shall use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (vi) subject to the prior review and written consent of the Borrower, to the extent necessary or customary for inclusion in league table measurements, (vii) to current or prospective Eligible Assignees, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Rate Contracts and their respective Related Persons for the purposes of evaluating the relevant transaction, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 209.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), “Confidential Information” means information delivered (viii) to any Purchaser by or on behalf of the Company other party hereto, (ix) in connection with the transactions contemplated by exercise or otherwise pursuant to this Agreement that is proprietary enforcement of any right or remedy under any Loan Document (in nature and that was clearly marked or labeled or otherwise adequately identified when received by which case such Purchaser as being confidential information of Person shall promptly notify the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time Borrower in advance of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates permitted by applicable Requirements of Law) and (x) on a confidential basis to (1) any rating agency in connection with rating Holdings, the Borrower or any other Subsidiary or the Loans or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facilities or market data collectors, similar services, providers to the lending industry and service providers to the Agent in connection with the administration and management of this Agreement and the investment represented by its NotesLoan Documents; provided, however, that, notwithstanding the foregoing, in no event shall disclosure of such information referred to above be made to any Disqualified Lender (provided that the list of Disqualified Lenders has been made available to such party), (ii) its financial advisors and other professional advisors who agree to hold confidential . In the Confidential Information substantially in accordance with event of any conflict between the terms of this Section 20, (iii) 9.10 and those of any other holder of Contractual Obligation entered into with any NoteCredit Party (whether or not a Loan Document), (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions terms of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, 9.10 shall govern. Notwithstanding anything to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in contrary herein, the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 Agent shall not be amended thereby and, as between such Purchaser or such holder and the Company, responsible for compliance with this Section 20 shall supersede 9.10(b) by any such other confidentiality undertakingLender, L/C Issuer or any of their Related Persons.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its NotesMRP Shares), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any NoteMRP Xxxxxx, (iv) any Institutional Investor to which it sells or offers to sell such Note MRP Shares or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes MRP Shares, this Agreement and this Agreementthe Articles Supplementary. Each holder of a Notean MRP Share, by its acceptance of a Notean MRP Share, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note an MRP Share of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Notean MRP Share, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's ’s Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note MRP Share is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser or any Additional Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser or such Additional Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or such Additional Purchaser or any person Person acting on such Purchaser’s or such Additional Purchaser’s behalf, (c) otherwise becomes known to such Purchaser or such Additional Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser or such Additional Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser and each Additional Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser or such Additional Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser or such Additional Purchaser, provided that such Purchaser or such Additional Purchaser may deliver or disclose Confidential Information to (i) its such Purchaser’s or such Additional Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its such Purchaser’s or such Additional Purchaser’s Notes), (ii) its such Purchaser’s or such Additional Purchaser’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it such Purchaser or such Additional Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser or such Additional Purchaser offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or such Additional Purchaser, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s or such Additional Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or such Additional Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser or such Additional Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser or such Additional Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes or such Additional Purchaser’s Notes, the Subsidiary Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Shareholder and each Affiliate Shareholder shall hold, in strict confidence, and shall not disclose to any Person, unless and to the purposes extent disclosure is required by judicial or administrative process or by other requirement of this Section 20Law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Confidential Information” means information delivered to any Purchaser by or on behalf of ”) concerning the Company in connection with the transactions contemplated and its subsidiaries furnished to it by Company or otherwise its Representatives pursuant to this Agreement that is proprietary (except (a) to the extent such Confidential Information can be shown to have been (i) previously known by the Shareholder or such Affiliate Shareholder on a non-confidential basis, (ii) in nature and that was clearly marked the public domain through no breach of the Shareholder or labeled or otherwise adequately identified when received by such Purchaser as being confidential information any Affiliate Shareholder of any of the confidentiality obligations to the Company, provided that (iii) later acquired by the Shareholder or such term does Affiliate Shareholder from other sources not include information that (a) was publicly known by the Shareholder or otherwise known such Affiliate Shareholder, after reasonable inquiry, to be subject to a duty of confidentiality with respect to such Purchaser prior to the time of such disclosureConfidential Information, and (b) subsequently becomes publicly known through no act Confidential Information may be disclosed by the Shareholder or omission by such Purchaser Affiliate Shareholder to its officers, directors, employees, partners, accountants, lawyers or other professional advisors to the extent any person acting on such Purchaser’s behalf, Person needs to know such information in connection with (ci) otherwise becomes known to such Purchaser other than through disclosure by the management of the investment of the Shareholder and the Affiliate Shareholders in the Company or (dii) constitutes financial statements delivered to such Purchaser any offerings under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, Article II; provided that the Shareholder or such Purchaser may deliver Affiliate Shareholder informs any such Person that such information is confidential. If disclosure is required by judicial or disclose Confidential Information to (i) its directorsadministrative process or by any other requirement of Law, trustees, officers, employees, agents, attorneys and affiliates (the Shareholder shall provide the Company with prompt written notice to the extent permissible by Law, together with a copy of any material proposed to be disclosed, so that the Company may (a) seek, at the Company’s expense, an appropriate protective order or other appropriate relief (and the Shareholder and the Affiliate Shareholders shall reasonably cooperate with the Company, at the Company’s expense, to obtain such disclosure reasonably relates to the administration of the investment represented by its Notesorder or relief), or (iib) its financial advisors and other professional advisors who agree to hold confidential if the Confidential Information substantially in accordance Company so elects, waive compliance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking8.1.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf Each of the Company in connection with Agents, the transactions contemplated by or otherwise pursuant Banks and the Issuing Bank agrees to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential the Information in accordance with procedures adopted by such Purchaser in good faith (as defined below), except that Information may be disclosed (a) to protect confidential information of third parties delivered its Affiliates and to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its and its Affiliates’ respective directors, trustees, officers, employees, agents, attorneys trustees, advisors and affiliates representatives (it being understood that the Persons to the extent whom such disclosure reasonably relates to the administration is made will be informed of the investment represented by its Notes), (ii) its financial advisors confidential nature of such Information and other professional advisors who agree instructed to hold keep such Information confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20herein), (vb) to the extent requested by any Person from which regulatory authority purporting to have jurisdiction over it offers to purchase (including any Security self-regulatory authority, such as the National Association of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20Insurance Commissioners), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (wc) to effect compliance with any law, rule, regulation the extent required by applicable Laws or order applicable to such Purchaser, (x) in response to regulations or by any subpoena or other similar legal process, (yd) to any other party hereto, (e) to the extent necessary in connection with the exercise of any litigation remedies hereunder or under any other Loan Document or any action or proceeding relating to which such Purchaser is a party this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee or (zii) if any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (g) subject to an Event agreement containing provisions substantially the same as those of Default has occurred this §29, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Bank pursuant to §2.1.5, (h) with the consent of Ryder or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Agent, Bank or Issuing Bank or (y) becomes available to the Administrative Agent, any Bank, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Ryder which is continuingauthorized to disclose such Information. In the case of (b) (except disclosure to governmental banking regulatory authorities) or (c) of this paragraph, the applicable Agent or Bank or the Issuing Bank shall, to the extent practicable and legally permissible, provide prompt written notice to Ryder so that Ryder may have the opportunity to contest such Purchaser may reasonably determine disclosure and such delivery and disclosure Agent or Bank or the Issuing Bank shall use reasonable efforts within Law to be necessary maintain the confidentiality of such Information. Except as otherwise agreed to herein or appropriate in the enforcement or for the protection any of the rights other Loan Documents, each of the Agents, the Issuing Bank and remedies under such Purchaser’s Notes each Bank agrees that it will not, and this Agreement. Each holder of a Noteit will use their best efforts to cause its agents, by its acceptance of a Noteemployees, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to advisors or any holder of a Note of information required to be delivered to such holder under this Agreement other Persons retained or requested engaged by such holder Agent or any such Bank, as the case may be (other than a holder that is a party to this Agreement or its nomineecollectively, “Advisors”), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Notenot to, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit issue or release for external publication any such prohibited trades. In the event that as a condition to receiving access to information article or advertising or publicity matter relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder Agreement without the prior written consent of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingRyder.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means the information delivered to any a Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20Each Lender and each Agent agrees to use all reasonable efforts to maintain, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection accordance with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Companyits customary practices, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information information obtained by it pursuant to any Loan Document and designated in accordance with procedures adopted writing by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaserany Credit Party as confidential, provided except that such Purchaser information may deliver or disclose Confidential Information to be disclosed (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to with the extent such disclosure reasonably relates to the administration of the investment represented by its Notes)Borrower’s consent, (ii) its financial advisors and other professional advisors who agree to hold Related Persons of such Lender or Agent, as the case may be, that are advised of the confidential the Confidential Information substantially nature of such information, are instructed to keep such information confidential in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if hereof and such Person has agreed in writing prior to its receipt of such Confidential Information agrees to be bound by the confidentiality provisions set forth herein, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 20)9.10 or (B) available to such Lender or Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed extent necessary or customary for inclusion in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20)league table measurements, (vi) any federal (A) to the National Association of Insurance Commissioners or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that requires access does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Secured Rate Contracts and to their respective Related Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information about such Purchaser’s investment portfolioto its Related Persons in accordance with clause (ii) above), or (viii) to any other Person to which such delivery or disclosure may be necessary or appropriate party hereto, and (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (xix) in response to connection with the exercise or enforcement of any subpoena right or other legal processremedy under any Loan Document, (y) in connection with any litigation or other proceeding to which such Purchaser Lender or Agent or any of their Related Persons is a party or (z) if an Event of Default has occurred and is continuingbound, or to the extent such Purchaser may reasonably determine such delivery and disclosure necessary to be necessary respond to public statements or appropriate in the enforcement disclosures by Credit Parties or for the protection their Related Persons referring to a Lender or Agent or any of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradestheir Related Persons. In the event that as a condition to receiving access to information relating to of any conflict between the Company or its Subsidiaries in connection terms of this Section 9.10 and those of any other Contractual Obligation entered into with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking Credit Party (whether through IntraLinksor not a Loan Document), another secure website, a secure virtual workspace or otherwise) which is different from the terms of this Section 20, this Section 20 9.10 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinggovern.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser or any Additional Purchaser by or on behalf of the Company any Obligor or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser or such Additional Purchaser as being confidential information of the CompanyObligors or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser or such Additional Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or such Additional Purchaser or any person acting on such Purchaser’s or such Additional Purchaser’s behalf, (c) otherwise becomes known to such Purchaser or such Additional Purchaser other than through disclosure by the Company any Obligor or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser or such Additional Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser and each Additional Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser or such Additional Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser or such Additional Purchaser, provided that such Purchaser or such Additional Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or such Additional Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s or such Additional Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or such Additional Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser or such Additional Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser or such Additional Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s or such Additional Purchaser Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company any Obligor in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company Obligors embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For (a) Each Shareholder (a “Restricted Party”) (i) shall, and shall cause its officers, directors, employees, attorneys, accountants, auditors and agents, to the purposes extent such Persons have received any Confidential Information (as defined herein) (collectively “Representatives”) and its Affiliates and their Representatives, to the extent such Persons have received any Confidential Information, to maintain in strictest confidence any and all confidential information relating to FoundryCo, the other Shareholders, or any of this Section 20their respective Subsidiaries that is proprietary to FoundryCo, the other Shareholders, or any of their respective Subsidiaries as applicable, or otherwise not available to the general public, including, but not limited to, information about properties, employees, finances, businesses and operations of FoundryCo, the other Shareholders, or any of their respective Subsidiaries and all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by a receiving Shareholder or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to or acquired by such Shareholder (“Confidential Information” means information delivered to ”) and (ii) shall not disclose, and shall cause its Representatives, any Purchaser by or on behalf members of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received Board appointed by such Purchaser as being confidential information of the CompanyShareholder and their Representatives not to disclose, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to any Person other than to the other Shareholders, FoundryCo and their respective Subsidiaries (i) its directors, trustees, officers, employees, including the agents, employees and attorneys thereof and affiliates (the members of the Board appointed by such other Shareholders), except only to the extent such disclosure reasonably relates to the administration of the investment represented is required by its Notes)applicable Law, (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, SEC rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise legal process (including pursuant to this Agreementany listing agreement with, or the rules or regulations of, any Purchaser national securities exchange on which any securities of such Shareholder (or holder of a Note is required to agree to a confidentiality undertaking any Affiliate thereof) are listed or traded) in which event the Shareholder making such disclosure or whose Affiliates or Representatives are making such disclosure shall so notify the other Shareholders as promptly as practicable (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between if possible, prior to making such Purchaser or disclosure) and shall seek confidential treatment of such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakinginformation if reasonably requested.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s its behalf, (c) otherwise becomes known to such Purchaser other than through disclosure (x) by 48 the Company or any Subsidiary, or (y) by another Person known by such Purchaser to be bound by a confidentiality agreement with the Company, or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser it in good faith to protect confidential information of third parties delivered to such Purchaserit, provided that such each Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its any Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it such Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it such Purchaser offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC National Association of Insurance Commissioners or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal processprocess (provided that such Purchaser give prompt notice to the Company of such subpoena or legal process to the extent such Purchaser is legally permitted to do so), (y) in connection with any litigation to which such Purchaser is a party party, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes its Notes, this Agreement and this Agreementthe Collateral Documents. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For The Employee hereby recognizes for the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature unpublished information, whether patentable, technical, commercial or otherwise, including but not limited to, materials, specifications, machinery and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser equipment, designs, processes, formulae, costs, financial data, invoices, price sheets, sales data and analysis, lists of customers as being confidential well as information about their technical problems and needs, purchasing habits and idiosyncrasies and internal purchasing procedures and names of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organizationbuyers, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request business projections used by the Company in connection with its business, constitute valuable trade secrets or confidential business information (referred to herein collectively the delivery to any holder "Confidential Information") and are the property of a Note the Company. In consideration of information required all the payments to be delivered made, and other benefits to such holder under be made available, to the Employee hereunder, the Employee hereby agrees that he shall (i) not, directly or indirectly, disclose or use the Company's Confidential Information other than in the business of the Company during or after his employment without the prior written consent of the Company; (ii) not directly or indirectly, take or remove any of the Company's Confidential Information from the Company's premises, whether in the form of manuals, printed sheets, reproductions, personal notes or otherwise, without the prior written consent of the Company; and (iii) safeguard all Confidential Information at all times so that it is not exposed to, or taken by, unauthorized persons, and when Confidential Information is entrusted to him, exercise his best efforts to assure its safekeeping. Notwithstanding any other provisions of this Agreement, information known to Employee prior to his employment by the Company, as well as published information, , information in the public domain, and the observations, opinions, conclusions and/or impressions made, formed and/or reached by Employee during the term of this Agreement shall not be deemed or construed to be Confidential Information for the purposes of this Agreement or requested by such holder (other than a holder that is a party otherwise. Employee further agrees to deliver to the Company, immediately upon termination of this Agreement or its nominee)for any reason, such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Noteall Confidential Information and materials, by receipt of Confidential Informationincluding personal notes and reproductions, hereby also acknowledges that trading in relating to the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertakingbusiness.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser you as being confidential information of the CompanyParent or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser you or any person Person acting on such Purchaser’s your behalf, (c) otherwise becomes known to such Purchaser you other than through disclosure by the Company Parent or any Subsidiary, or (d) constitutes financial statements delivered to such Purchaser you under Section 7.1 that are otherwise publicly available. Each Purchaser You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser you in good faith to protect confidential information of third parties delivered to such Purchaseryou, provided that such Purchaser you may deliver or disclose Confidential Information to (i) its your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its your Notes), (ii) its your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells you sell or offers offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers you offer to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaseryou, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s your investment portfolio, portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaseryou, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is you are a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the CompanyCompany or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and Notes, this AgreementAgreement or any Subsidiary Guaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in the Company's Securities may be prohibited under applicable laws, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited trades. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.. Xxxxx Industries, Inc. Note Purchase Agreement

Confidential Information. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20. A holder of a Note, by receipt of Confidential Information, hereby also acknowledges that trading in agrees, not to directly or indirectly trade the Company's Securities may be prohibited under ’s common stock in violation of applicable lawslaw, rules and regulations and that it has implemented policies to comply with applicable laws, rules and regulations and to prohibit any such prohibited tradesrule or regulation. In the event that as a condition to receiving access to information relating to the Xxxxx Xxxxxxxx MLP Investment Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Note Purchase Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.