Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (i) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (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).

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information (i) designated by the Borrower Company in writing as confidential, including all information presented at or in connection with meetings of the Parent’s board of directors and all financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Loan Parties in connection with the Bridge Notes contemplated by this AgreementAgreement or (ii) disclosed orally in any meeting of the board of directors to the observer attending the meeting on behalf of the Lenders and orally identified as confidential; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Loan Parties or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of LawLaw (it being understood and agreed, however, that such Lender shall make a good faith effort to advise the Company of such requirement prior to disclosure and cooperate with any effort by a Loan Party, at its expense, to limit or prevent such disclosure), (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Loan Parties or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoenasubpoena (it being understood and agreed, however, that such Lender shall make a good faith effort to advise the Company of such requirement prior to disclosure and cooperate with any effort by a Loan Party, at its expense, to limit or prevent such disclosure); or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basisbasis (providing for confidentiality to the extent provided herein), such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Mxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing. Each Lender acknowledges and agrees that the Persons Parent’s common stock is publicly traded and that the confidential information referenced in this Section may include material non-public information. Accordingly, each Lender (a) acknowledges it is subject to whom such disclosure is made will be informed restrictions under federal and state securities laws regarding the purchase or sale of the confidential nature Parent’s common stock while in the possession of such material non-public information and instructed (b) without limiting the foregoing, agrees to keep such information confidential)abide by the Parent’s Ixxxxxx Xxxxxxx Policy governing trading by officers and directors of the Parent as in effect from time to time for as long as it shall have the Board observation rights set forth in Section 7.17.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Borrowers in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Borrowers in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Borrowers or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrowers or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or counsel, accountants (including outside auditors) (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), advisors or other representatives; or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom confidentiality of such disclosure is made will be informed disclosures. The obligations of the confidential nature Agent and the Lenders under this Section 10.11(a) shall supersede and replace the obligations of such information the Agent and instructed the Lender under any confidentiality agreement executed and delivered by the Agent or any Lender prior to keep such information confidential)the date hereof in respect of this financing.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Company in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Company in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Company or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Company or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom such disclosure is made will be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)disclosures.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrower, the OpCo or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Mxxxx’x, Fitch and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that the Persons to whom such disclosure is made will financial institution or ratings agency shall be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)information.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrower or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons confidentiality of such disclosures; or (vi) making such disclosures to whom its investors or potential investors as such disclosure is made will Lender reasonably deems necessary or appropriate; provided, however, that such investors or potential investors shall be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)information.

Confidentiality; Public Announcements. (ia) The Lenders shall use its best efforts Agent and each Lender agree not to make public disclosure of disclose to any information designated by the Borrower in writing as confidentialother Person any information, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower or any other Loan Party in connection with the Bridge Notes contemplated by Loans or otherwise pursuant to this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any publicly recorded document, information which is independently developed by the LendersAgent or such Lender other than information provided solely by or on behalf of any of the Loan Parties, information obtained from sources other than the Borrower or any other Loan Party or their agents or advisors or information that is or becomes in the public domaindomain other than through the fault of the Agent or such Lender, nor shall it be construed to prevent the Lenders Agent or such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Agent or the Lender's business or that of the corporate parent Borrower or any Loan Party or affiliates of the Lenders Agent or such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) making any disclosure of any information to the extent the Lenders Agent or such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by lawother Loan Document during the continuance of an Event of Default; or (iii) making, on a confidential basis, such disclosures as the Lenders Agent or such Lender deems necessary or appropriate to the Agent or such Lenders' Lender's Affiliates, legal counsel or counsel, accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information ), advisors or other representatives, and instructed to keep such information confidential)existing or prospective investors or shareholders; or (iv) making making, on a confidential basis, such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in the Loans; or (v) making such disclosures to (x) any applicable investment bank, financial institution or other financing source, or trustee or agent therefore or counsel thereto, and (y) S&P, Xxxxx'x, Fitch and/or other ratings agency or counsel thereto, in each case as such Lender reasonably deems necessary or appropriate in connection with such Lender's obtaining financing; provided, however, that such bank, financial institution financing source or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will ratings agency shall be informed of the confidential nature confidentiality of such information and instructed to keep maintain such information confidential)confidentiality. The obligations of the Agent and the Lenders under this Section 9.11(a) shall supersede and replace the confidentiality obligations of the Agent and the Lender under any agreement executed and delivered by the Agent or any Lender prior to the date hereof in respect of this financing.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Borrowers in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Borrowers in connection with the Bridge Notes Loans contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Borrowers or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrowers or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s Affiliates, legal counsel or counsel, accountants (including outside auditors) (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), advisors or other representatives; or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood subject to customary exceptions); or (v) making such disclosures to (x) any bank, financial institution or other funding source and (y) S&P, Mxxxx’x, Fitch and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that the Persons to whom such disclosure is made will funding source or ratings agency shall be informed of the confidential nature confidentiality of such information information; or (vi) making such disclosures to its investors or potential investors as such Lender reasonably deems necessary or appropriate; provided, however, that such investors or potential investors shall be informed of the confidentiality of such information. The obligations of the Agent and instructed the Lenders under this Section 10.12(a) shall supersede and replace the obligations of the Agent and the Lender under any confidentiality agreement executed and delivered by the Agent or any Lender prior to keep such information confidential)the date hereof in respect of this financing.

Confidentiality; Public Announcements. (i) The Lenders Investor shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidentialnonpublic information, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Borrower Issuer in connection with the Bridge Notes transactions contemplated by this AgreementAgreement or any other Transaction Document; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the LendersInvestor, information obtained from sources other than the Borrower Issuer or information that is or becomes in the public domaindomain (other than as a result of a breach of this Agreement), nor shall it be construed to prevent the Lenders Investor from (i) making any disclosure of any information (PROVIDED that the Investor shall, if practicable, provide the Issuer with prior notice of such disclosure) (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Investor's business or that of the corporate parent or affiliates of the Lenders Investor in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders Investor or its counsel deems necessary or appropriate to do so to effect enforce its rights hereunder or preserve its security, if any, for under any applicable investment other Investment Document or financing or to enforce any remedy provided herein or in any applicable investment or financing documents therein or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders Investor deems necessary or appropriate to the Investor's legal counsel, accountants or other advisors so long as such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed parties are notified of the confidential nature of such information and instructed to keep such information confidential)information; or (iv) making such disclosures as the Lenders Investor reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders Investor in good faith desires to sell an interest in any applicable investment or financingfinancing (the Investor shall be permitted to disclose under this clause (iv) only such information as it is entitled to receive pursuant to this Agreement or the Certificate of Incorporation); providedPROVIDED, howeverHOWEVER, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (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)disclosures.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender's business or that of the corporate parent Borrower or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender's legal counsel or accountants (including outside auditors) (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); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx'x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender's obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx'x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom such disclosure is made will be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)disclosures.

Confidentiality; Public Announcements. Each Purchaser agrees, and agrees to cause its Affiliates, to at all times hold in confidence and keep secret and inviolate all of the Company's confidential information, including, without limitation, all unpublished matters relating to the business, property, accounts, books, records, customers and contracts of the Company, which the Purchaser or any such Affiliates may or hereafter come to know; provided, however, that, except as otherwise provided herein, the Purchaser may disclose any such information (ia) The Lenders shall use to its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms representatives and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or agents who agree to be furnishedbound by such confidentiality provisions, by (b) that otherwise is or has become generally available to the Borrower in connection with the Bridge Notes contemplated by public (without breach of this Agreement; PROVIDEDSection 8.3), HOWEVER, that the foregoing shall not be construed, now or in the future, (c) as to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information Purchaser has obtained knowledge from sources other than the Borrower Company or information the managers or the officers of the Company (provided, that such source is not known to such Purchaser to be bound by a confidentiality agreement with the Company), or becomes in the public domain, nor shall (d) that it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if is required to do so by any Requirement of Law, (B) disclose to any Governmental Authority having by Law or claiming authority subpoena or judicial process or as is required to regulate or oversee any aspect of the Lenders' business enforce its rights hereunder or that is required to be disclosed under the rules of any stock exchange to which any Purchaser or an Affiliate is subject, in which case, the corporate parent disclosing Purchaser shall provide the Company with prompt advance notice of such disclosure so that the Company shall have the opportunity if it so desires to seek a protective order or affiliates other appropriate remedy and, in connection with any disclosure required by the Commission or the rules of or any stock exchange to which a Purchaser or any Affiliate of a Party is subject, the Lenders disclosing Purchaser shall use reasonable efforts to obtain confidential treatment for such disclosure (to the extent reasonably available). Each Purchaser and its Affiliates agree that such confidential information shall be used only in connection with the exercise business of such authority or claimed authoritythe Company, or (C) pursuant to subpoena; or (ii) to and the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its securityPurchaser's investment therein, if any, and not for any applicable investment other purpose, including, without limitation, in connection with any competitive or financing potentially competitive activities. Any publicity release, advertisement, filing, public statement or to enforce announcement made, regarding this Agreement or any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information transactions contemplated hereby is to be first reviewed by, and instructed to keep such information confidential); or (iv) making such disclosures as must be reasonably satisfactory to, the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which Company and the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (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 confidentialPurchaser(s).