Common use of Confidentiality Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Confidentiality. (a) Each Prior to the Effective Time and after any termination of the Seller this Agreement, Parent will hold, and the Servicer covenants will use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agrees agents to hold hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, and not disclose to use for any Person, purpose other than the terms consummation of the transactions contemplated by this Agreement or any Purchaser Group Fee Letter (including any fees payable , all documents and information concerning the Company and its subsidiaries furnished to Parent in connection with the transactions contemplated by or otherwise in accordance with this AgreementAgreement except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Parent, any Purchaser Group Fee Letter (ii) in the public domain through no fault of Parent, or any (iii) later lawfully acquired by Parent from sources other Transaction Document than the Company, not under a duty of confidentiality to the Company or the identity a subsidiary of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureCompany; provided, however, provided that it Parent may disclose such information (i) to its Advisors officers, directors, employees, accountants, counsel, consultants, advisors and Representatives, (ii) agents who Parent determines need to know the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or same in connection with any legal or regulatory proceeding or the transactions contemplated by this Agreement and to its (Band its parent entities') requested lenders and equity investors in connection with obtaining the financing for the transactions contemplated by any Governmental Authority to disclose this Agreement so long as such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited persons are informed by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Parent of the confidential nature of such information and shall agree are directed by Parent to comply treat such information confidentially and in accordance with this SectionSection 7.1. Notwithstanding Parent shall be responsible for any unauthorized disclosure or use of any such documents and information by any of its officers, directors, employees, accountants, counsel, consultants, advisors and agents. Parent's obligation to hold any such information in confidence shall be satisfied if it exercises the foregoingsame care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, it is expressly agreed that each of Parent will, and will use its best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to, deliver to the SellerCompany, upon request, all documents and other materials and all copies thereof, obtained by Parent or on its behalf from the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under Company in connection with this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release destroy all documents (in any form, including, without limitation, electronic media) prepared by or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent on behalf of Parent or any person or entity to whom Parent provided information under this Section that include or reflect any information provided by or on behalf of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)the Company.

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

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

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

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

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

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

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

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

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

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

Confidentiality. (a) Each of the Seller The Agent, each Lender and the Servicer covenants and agrees each Fronting Bank shall use its best efforts to hold in confidenceconfidence all information, and not disclose memoranda, or extracts furnished to any Person, the terms of this Agreement Agent or any Purchaser Group Fee Letter to such Lender or such Fronting Bank (including any fees payable as the case may be) (directly or through the Agent) by the Borrower hereunder or in connection with this Agreementthe negotiation hereof; provided that the Agent, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator such Lender and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it such Fronting Bank may disclose any such information information, memoranda or extracts (i) to its Advisors and RepresentativesAffiliates, accountants or counsel, (ii) to any regulatory agency having authority to examine the extent Agent or such information has become available to Lender or such Fronting Bank (as the public other than as a result of a disclosure by or through the Sellercase may be), the Servicer or their Advisors and Representatives or (iii) as required by any legal or governmental process or otherwise by law including in connection with the exercise of remedies following an Event of Default, (iv) except as provided in the last sentence of Section 5.03, to any person to which such Lender sells or proposes to sell an assignment or a participation in its Outstanding Credits hereunder, if such other person agrees for the benefit of the Borrower to comply with the provisions of this Section and (v) to the extent it should that such information, memoranda or extracts shall be publicly available or shall have become known to the Agent or such Lender or such Fronting Bank (Aas the case may be) required independently of any disclosure by Applicable Law, the Borrower hereunder or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Sectionnegotiation hereof. Notwithstanding the foregoing, any Lender may disclose the provisions of this Agreement, the amounts, maturities and interest rates of its Outstanding Credits, and any Fees to which it is expressly agreed entitled, to any purchaser or potential purchaser of such Lender’s interest in any Outstanding Credits. Notwithstanding any other provision in this Agreement, the Agent hereby confirms that each the Borrower and the representatives of the Seller, Borrower shall not be limited from disclosing the Servicer and their respective Affiliates may publish a press release U.S. tax treatment or otherwise publicly announce the existence and principal amount U.S. tax structure of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)by this Agreement.

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

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

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

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

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

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

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

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

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

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

Confidentiality. Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) Each to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Seller and the Servicer covenants and agrees to hold in confidenceLender Group, so long as such other attorneys, advisors, accountants, auditors, and not disclose consultants are informed as to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and are instructed to treat such information as confidential or are otherwise obligated to maintain the confidentiality of such information, (b) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall agree have agreed to comply receive such information hereunder subject to the terms of this Section 11.10, (c) as may be required by statute, decision, or judicial or administrative order, rule, regulation or any Governmental Authority (other than any state, federal or foreign authority or examiner regulating banks or banking); provided that Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, (d) as may be agreed to in advance by Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any subpoena or other legal process; provided that Agent or any such Lender shall notify Borrower of such requirement prior to any disclosure of such information to a party that Agent or such Lender reasonably believes may not keep such information confidential and shall reasonably cooperate with Borrower in any lawful effort by Borrower to prevent or limit such disclosure or otherwise protect the confidentiality of such information, (e) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking, (f) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders), (g) in connection with any assignment, prospective assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lender’s interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this Section. Notwithstanding , and (h) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the foregoing, it is expressly agreed that each rights or duties of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments such parties under this Agreement and or the transactions contemplated hereby; provided that other Loan Documents. The provisions of this Section 11.10 shall survive for 2 years after the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify payment in full of the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Obligations.

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

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

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

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

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

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

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

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

Confidentiality. This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) Each of to your officers, agents and advisors (other than commercial lenders) who are directly involved in the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms consideration of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator matter and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to for whom you shall be responsible for any breach by any one of them of this Section confidentiality undertaking, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by its Representatives law (in which case you agree to inform us promptly thereof), (c) pursuant to your or your subsidiaries’ bankruptcy cases (in which case, you agree, to the extent not prohibited by law, to inform the Administrative Agent promptly thereof and Advisors to request to file the Fee Letter under seal), and agrees that its Representatives and Advisors will be advised by it (d) to the office of the U.S. Trustee, the bankruptcy court (subject to the preceding clause (c)), and on a confidential nature and “professional eyes only” basis to advisors to any statutory committee appointed in your or your subsidiaries’ bankruptcy cases, provided that, the foregoing restrictions shall cease to apply (except in respect of such Section 8 hereof and the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you. Officers, directors, employees and agents of the Lenders and their respective affiliates shall at all times have the right to share amongst themselves information received from you and shall agree to comply with this Sectionyour affiliates and your officers, directors, employees and agents. Notwithstanding the foregoing, it is expressly agreed and understood that each you and your subsidiaries shall be permitted to disclose this Commitment Letter and the Fee Letter and the contents thereof to the bankruptcy court (in the case of the SellerFee Letter, pursuant to a request to file under seal) to the Servicer and their respective Affiliates may publish a press release extent disclosure thereof is necessary or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and advisable to consummate the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)herein.

Confidentiality. The Company and the Additional Parties recognize and acknowledge that the Confidential Information (aas defined below) Each is a valuable, special and unique asset of the Seller Company. As a result, from and after the Closing, Company and the Servicer covenants Additional Parties shall, and agrees to shall cause their Affiliates to, hold in confidenceconfidence any and all information, whether written or oral, concerning the Business. Furthermore, the Company and the Additional Parties will not, and shall cause their respective Affiliates not disclose to, without the prior written consent of Purchaser, for any reason, divulge to any Personthird party or use for its own benefit, or for any purpose other than the exclusive benefit of Purchaser and Purchaser’s Affiliates, any Confidential Information. Notwithstanding the foregoing, if the Company or any Additional Party (or any of their Affiliates) is compelled to disclose Confidential Information by Court Order, to the extent permitted by Applicable Laws, the Company or applicable Additional Party shall promptly so notify Purchaser so that Purchaser may seek a protective order or other assurance that confidential treatment of such Confidential Information shall be afforded, and the Company or the applicable Additional Party shall reasonably cooperate with Purchaser and Purchaser’s Affiliates in connection therewith. If the Company or the applicable Additional Party (or any of their Affiliates) is so obligated by Court Order to disclose Confidential Information, it or they, as applicable will disclose only the minimum amount of such Confidential Information as is necessary for such Person to comply with such Court Order. For purposes of this Section 6.9.1, “Confidential Information” shall mean nonpublic information concerning the Contemplated Transaction, the Purchased Assets, the Assumed Liabilities, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any and the other Transaction Document Documents, as well as all financial data, strategic business plans, product development (or other proprietary product data), customer lists and requirements, marketing plans and other nonpublic, proprietary and confidential information relating to the Business, the Purchased Assets, the Assumed Liabilities or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Company.

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

Confidentiality. (a) Each Please note that this Commitment Letter, the Fee Letter and any written communications provided by, or oral discussions with, the Commitment Parties in connection with this arrangement are exclusively for the information of the Seller Company and the Servicer covenants Merger Party and agrees to hold in confidence, and may not disclose be disclosed to any Personthird party or circulated or referred to publicly without our prior written consent except, after providing written notice to the Commitment Parties, pursuant to a subpoena or order issued by a court of competent jurisdiction or by a judicial, administrative or legislative body or committee; provided that we hereby consent to your disclosure of (i) this Commitment Letter, the Fee Letter and such communications and discussions to the Company’s and the Merger Party’s respective directors, employees, agents and advisors who are directly involved in the consideration of the Senior Facilities and who have been informed by you of the confidential nature of such advice and the Commitment Letter and Fee Letter and who have agreed to treat such information confidentially, (ii) this Commitment Letter, the Fee Letter and such communications and discussions as required by applicable law, rule or regulation or compulsory legal process (in which case you agree to inform us promptly thereof to the extent not prohibited by law), (iii) the terms of this Agreement or any Purchaser Group Commitment Letter (but not the Fee Letter (including any or the terms thereof, other than the aggregate amount of financing fees payable to the Commitment Parties) and related communications or discussions in connection with this Agreementthe preparation, filing and distribution of the Form S-4 and Joint Proxy Statement and any Purchaser Group Fee Letter amendments or supplements thereto contemplated by the Merger Agreement and (iv) the information contained in Annex B to Moody’s and S&P; provided that such information is supplied only on a confidential basis after consultation with the Commitment Parties. Each Commitment Party agrees that it will treat as confidential all information provided to it hereunder by or on behalf of you or any other Transaction Document of your respective subsidiaries or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosureaffiliates; provided, however, that it may disclose nothing herein will prevent any Commitment Party from disclosing any such information (ia) pursuant to its Advisors and Representativesthe order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees to inform you promptly thereof to the extent not prohibited by law), (iib) upon the request or demand of any regulatory authority having jurisdiction over such person or any of its affiliates, (c) to the extent that such information has become is publicly available or becomes publicly available other than by reason of improper disclosure by such person, (d) to such person’s affiliates and their respective officers, directors, partners, employees, legal counsel, independent auditors and other experts or agents who need to know such information and on a confidential basis, (e) to potential and prospective Lenders, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the public other than as a result of a disclosure by or through borrower and its obligations under the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, thatSenior Facilities, in the case of clause (iii) aboveeach case, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be who are advised by it of the confidential nature of such information information, (f) to Moody’s and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated herebyS&P; provided that such information is limited to Annex B and is supplied only on a confidential basis after consultation with you or (g) for purposes of establishing a “due diligence” defense. Each Commitment Party’s obligation under this provision shall remain in effect until the Administrator earlier of (i) one year from the date hereof and (ii) the date the definitive Loan Documents are entered into by the Commitment Parties, at which time any confidentiality undertaking in the definitive Loan Documents shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)supersede this provision.

Confidentiality. (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the The terms of this Agreement and all other business, financial or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document information relating directly to the conduct of the business and affairs of the Company or the identity relative or absolute rights or interests of any of the Administrator or any Purchaser or Purchaser Agent)Members that is not publicly available (collectively, except as the Administrator “Confidential Information”) is confidential and proprietary information of the Company and the Members, the disclosure of which would cause irreparable harm to the Company and the Members. Accordingly, each Purchaser Agent may have consented to in writing prior Member (i) represents and warrants that it has not disclosed, and agrees that it will not disclose, to any proposed disclosurePerson any Confidential Information or confirm any statement made by third Persons regarding Confidential Information until (in the case of Confidential Information about the Company and/or the Members) the Company has publicly disclosed the Confidential Information pursuant to authorization by the Members and has notified each Member that it has done so and (in the case of Confidential Information about a Member (and no other Member or the Company)) such Member has publicly disclosed the Confidential Information and (ii) agrees to direct its shareholders, partners, members directors, officers, agents, lenders, accountants, attorneys, advisors and Affiliates to whom Confidential Information is disclosed not to disclose to any Person any Confidential Information or confirm any statement made by third Persons regarding Confidential Information until (in the case of Confidential Information about the Company and/or the Members) the Company has publicly disclosed the Confidential Information pursuant to authorization by the Members and has notified each Member that it has done so and (in the case of Confidential Information about a Member (and no other Member or the Company)) such Member has publicly disclosed the Confidential Information; provided, however, that it any Member (and its Affiliates) may disclose such information Confidential Information (ia) if required by law (it being specifically understood and agreed that anything set forth in a registration statement, report or any other document filed with the Securities and Exchange Commission or any securities exchange or otherwise pursuant to law will be deemed required by law) or judicial proceedings, (b) to its Advisors direct and Representativesindirect shareholders, partners and members, its directors, officers, agents (iiand the directors officers and agents of its direct and indirect shareholders, partners and members), its lenders, its accountants, its attorneys, its advisors and its Affiliates, provided that it directs any of such foregoing parties to maintain a similar confidence with respect thereto and (c) to any other Person(s) if necessary for it to perform any of its duties or obligations hereunder or under any property management agreement or other agreement to which it or the extent Company is a party, provided that it directs such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iiiPerson(s) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)similar confidence.

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

Confidentiality. Buyer agrees that any information obtained by Buyer or its attorneys, partners, accountants, engineers, consultants, appraisers, lenders or investors (acollectively, for purposes of this Section 3.5, the “Permitted Outside Parties”) Each in the conduct of the Seller its Due Diligence shall be treated as confidential pursuant to Section 11.11 of this Agreement and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement the Confidentiality Agreement. Buyer further agrees that within its organization, or as to the Permitted Outside Parties, the Due Diligence Items will be disclosed and exhibited only to those persons within Buyer’s organization or to those Permitted Outside Parties who are responsible for, or assisting in, determining the feasibility of Buyer’s acquisition of the Property. Buyer further acknowledges that the Due Diligence Items and other information relating to the leasing arrangements between Seller and any tenants or prospective tenants are proprietary and confidential in nature. Buyer agrees not to divulge the contents of such Due Diligence Items or any Purchaser Group Fee Letter (including other information except in strict accordance with the Confidentiality Agreement and Sections 3.5 and 10.11 of this Agreement. In permitting Buyer and the Permitted Outside Parties to review the Due Diligence Items and other information to assist Buyer, Seller has not waived any fees payable in connection privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Buyer and the Permitted Outside Parties, for whom, by its execution of this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except Buyer is acting as the Administrator and each Purchaser Agent may have consented an agent with regard to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosurewaiver. Each of the Seller and the Servicer agrees to be responsible for any breach The foregoing provisions of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it 3.5 shall survive any termination of the confidential nature of such information and shall agree to comply with this SectionAgreement. Notwithstanding the foregoing, it is expressly agreed that each the terms of Section 11.20 below, and of the SellerConfidentiality Agreement, shall control over the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce terms of this Section 3.5 to the existence and principal amount extent of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)inconsistency between them.

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

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

Confidentiality. All data and information exchanged by the Parties and OpCo (aother than the terms and conditions of this Agreement) Each and all pricing terms shall be maintained in strict and absolute confidence and no Party nor OpCo shall disclose, without the prior consent of the Seller other Parties and OpCo, any such data, information or pricing terms unless the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter release thereof is required by Law (including any fees payable in connection requirement associated with this Agreementan elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties, any Purchaser Group Fee Letter OpCo, or any other Transaction Document Affiliates thereof are traded. Nothing in this Agreement shall prohibit the Parties or OpCo from disclosing whatever information in such manner as may be required by applicable Law; nor shall any Party or OpCo be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to a Party, OpCo, or to any Person proposing to purchase the equity in any Party or OpCo or the identity of assets owned by any Party or OpCo. Notwithstanding the Administrator foregoing, the restrictions in this Section 17.11 will not apply to data or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, information that it may disclose such information (i) is in the possession of the Person receiving such information prior to its Advisors and Representativesdisclosure by the other Party or OpCo, (ii) to the extent such information has become available is or becomes known to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives breach of this Agreement or (iii) becomes available to a Party or OpCo a non-confidential basis from a source other than the other Party or OpCo, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party or OpCo. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the Year in which the date of such termination occurred. (End of Agreement Terms and Conditions) Second Amended and Restated Fresh Water Services Agreement EXHIBIT A TO AGREEMENT TERMS AND CONDITIONS RELATING TO FRESH WATER SERVICES Weld County, Colorado Second Amended and Restated Fresh Water Services Agreement EXHIBIT B TO AGREEMENT TERMS AND CONDITIONS RELATING TO FRESH WATER SERVICES DOWNTIME DURATION With respect to a Downtime Event described in clause (i) of the definition of “Downtime Event” (Retention Facilities): Row Downtime Duration for any applicable Retention Facility (per calendar quarter) Percentage Reduction of Individual First Phase Fee with respect to the applicable Individual System A 3 days up to and including 5 days 5% B Greater than 5 days and up to and including 7 days 10% C Greater than 7 days and up to and including 9 days 15% D Greater than 9 days 20% With respect to a Downtime Event described in clause (ii) of the definition of “Downtime Event” (conveyance facilities): Row Downtime Duration for any applicable facility (per calendar quarter) Percentage Reduction of Individual First Phase Fee with respect to the applicable Individual System A 3 days up to and including 5 days 5% B Greater than 5 days and up to and including 7 days 10% C Greater than 7 days and up to and including 9 days 15% D Greater than 9 days 20% (End of Exhibit B) Second Amended and Restated Fresh Water Services Agreement EXHIBIT C Reserved Second Amended and Restated Fresh Water Services Agreement EXHIBIT D TO AGREEMENT TERMS AND CONDITIONS RELATING TO FRESH WATER SERVICES INSURANCE Each of OpCo (on behalf of Midstream Co) and Producer shall purchase and maintain (or cause to be purchased and maintained) in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are rated (or whose reinsurers are rated) “A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized rating agency, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent it should of the obligations undertaken by such Party in this Agreement, shall be primary (Awith the exception of the Excess Liability Insurance and Workers’ Compensation) required by Applicable Lawas to any other existing, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; providedvalid, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosurecollectable insurance. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Party’s deductibles shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, borne by that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Party.

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

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

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

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

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

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

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

Confidentiality. (a) Each of the Seller Stockholders shall use all Confidential Information solely to exercise and the Servicer covenants perform its rights and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with obligations under this Agreement, the Subscription Agreement, the Registration Rights Agreement, the Amendment and Restated Limited Liability Company Agreement of KKR Manager, dated as of March 29, 2016 and any Purchaser Group Fee Letter side letter entered into by the Stockholder with KREF or KKR Manager, and to monitor its investment in REIT Shares and KKR Manager. Such Stockholder shall not use any of the Confidential Information, including, but not limited to, information about investment or trading decisions, for such Stockholder’s personal benefit or reveal to any other person any information regarding securities or other transactions by the Fund Holdings or any other Transaction Document of its Affiliates or the identity consideration by Fund Holdings or any of its Affiliates of any transaction or investment idea that such Stockholder may learn in the course of such exercise and performance of its rights and obligations. Until the third (3rd) anniversary of the Administrator date that a Stockholder or its Permitted Transferees no longer own any Purchaser REIT Shares, such Stockholder agrees to treat all Confidential Information strictly confidentially, and such Stockholder will not disclose any Confidential Information to any person or Purchaser Agent)entity, except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it such Stockholder may disclose any such information (iA) to authorized representatives of Fund Holdings and any of its Advisors and RepresentativesAffiliates, (iiB) to the extent permitted by KREF in writing, (C) to its and its Affiliates’ directors, officers, managers, members, personnel, agents, counsel, accountants and other advisors who have a need to know such information has become available (it being understood that such persons shall be informed of the confidential and proprietary nature of the Confidential Information), (D) to any potential transferee of the REIT Shares; provided that in the case of this cause (D), such Stockholder first gives KREF prompt written notice of such disclosure and such potential transferee agrees to treat all Confidential Information strictly confidentially and not use such Confidential Information for personal benefit, in each case to the public other than same extent as if a result party hereto, or (E) to any person or entity to the extent requested by a governmental or regulatory authority of a competent jurisdiction or as the law or legal process requires disclosure by or through such Stockholder; provided that in the Sellercase of this clause (E), the Servicer or their Advisors and Representatives or such Stockholder, (iiix) to the extent it should legally permitted, first gives KREF prompt written notice of any such requirement, discloses no more information than is so required in the opinion of competent legal counsel, and cooperates fully with any efforts by KREF or its Affiliates to obtain a protective order or similar confidentiality treatment for such information and (y) shall not be (A) required by Applicable Law, or to notify KREF in connection with any legal or regulatory proceeding or (B) requested by disclosure of Confidential Information to any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release governmental agency or other public announcement prior to its release and provide comment thereon; provided, further, that no regulatory authority having jurisdiction over such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Stockholder or any of their respective its Affiliates without in connection with routine supervisory examinations or investigations by any such Person’s prior written consent (such consent not agency or authority. Such Stockholder agrees to be unreasonably withheld, conditioned take reasonable measures to restrain itself from unauthorized uses or delayed)disclosure of the Confidential Information.

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

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

Confidentiality. (a) Each Prior to the Closing Date and after any termination of this Agreement, Buyer and its Affiliates will comply with all of the obligations of TransDigm Inc. under the confidentiality agreement dated November 21, 2002 between Seller and TransDigm Inc. (the Servicer covenants “Confidentiality Agreement”) to the full extent of such obligations as if Buyer was a party to and agrees duly executed such Confidentiality Agreement. From and after the Closing, Buyer and its Affiliates will hold, and will use their commercially reasonable efforts to hold cause their respective Representatives to hold, in confidence, except to the extent compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and not disclose information relating to Seller and its Affiliates (other than any Person, the terms of this Agreement Company or any Purchaser Group Fee Letter (including any fees payable Subsidiary) furnished to Buyer or its Affiliates in connection with the transactions contemplated by this Agreement, any Purchaser Group Fee Letter except to the extent that such information can be shown to have been (i) previously known on a nonconfidential basis by Buyer, (ii) in the public domain through no fault of Buyer or (iii) later lawfully acquired by Buyer from sources other than Seller or any other Transaction Document or the identity of the Administrator Company or any Purchaser Subsidiary which, to Buyer’s knowledge are not prohibited from disclosing such information by a legal, contractual or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosurefiduciary obligation; provided, however, provided that it Buyer may disclose such information (i) to its Advisors officers, directors, employees, accountants, counsel, consultants, advisors, lenders and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or agents in connection with any legal or regulatory proceeding or (B) requested the transactions contemplated by any Governmental Authority to disclose this Agreement so long as such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited Persons are informed by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it Buyer of the confidential nature of such information and are directed by Buyer to treat such information confidentially. Buyer shall agree be responsible for any failure to comply treat such information confidentially by such Persons. The obligation of each Person to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. If this Agreement is terminated, Buyer and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to Seller, upon request, all documents and other materials, and all copies thereof, obtained by Buyer or its Affiliates or on their behalf from Seller, any Company or any Subsidiary, their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with this SectionAgreement that are subject to such confidence. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent If Buyer or any of their respective its Affiliates without or Representatives are compelled to disclose any such Person’s prior written consent (such consent not to be unreasonably withheldinformation by judicial or administrative process or by other requirements of law, conditioned or delayed)Buyer shall promptly notify Seller in writing.

Confidentiality. (a) Each of the Buyer and Seller and the Servicer covenants hereby acknowledges and agrees that all information regarding the terms set forth in any of the Repurchase Documents or the Transactions contemplated thereby (the “Confidential Terms”) shall be kept confidential and shall not be divulged to hold any third party without the prior written consent of such other party except to the extent that (i) it is necessary to do so in confidenceworking with legal counsel, auditors, taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable federal or state laws, or (ii) any of the Confidential Terms are in the public domain other than due to a breach of this covenant, (iii) in the event of a Default or an Event of Default Buyer determines such information to be necessary or desirable to disclose in connection with the marketing and not sales of the Purchased Assets or otherwise to enforce or exercise Buyer’s rights hereunder, (iv) Buyer determines it necessary to disclose such information to its counterparties or agents in connection with Buyer’s rights under Section 9, (v) either party deems it necessary or advisable to disclose the confidential terms to its Representatives provided that such Representatives agree or are under a duty to observe this covenant of confidentiality, or (vi) Seller reasonably determines that it is necessary or advisable to disclose such information to a prospective hedge counterparty in order to obtain any hedge instrument hereunder provided that such hedge counterparties agree or are under a duty to observe this covenant of confidentiality. The provisions set forth in this Section 29 shall survive the termination of this Agreement for a period of one year following such termination. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Document, the parties hereto may disclose to any Personand all Persons, without limitation of any kind, the terms federal income tax treatment of this Agreement the Transactions, any fact relevant to understanding the federal tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyer or any Purchaser Group Fee Letter pricing terms (including, without limitation, the Pricing Spread, Non-Utilization Fee, Commitment Fee, Purchase Percentage and Purchase Price) or other nonpublic business or financial information (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter sublimits and financial covenants) that is unrelated to the purported or any other Transaction Document or the identity claimed federal income tax treatment of the Administrator Transactions and is not relevant to understanding the purported or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each claimed federal income tax treatment of the Seller and Transactions, without the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)of Buyer.

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

Confidentiality. Each Agent and Lender shall hold all confidential, proprietary or non-public information regarding the Borrower and its Subsidiaries and their respective businesses which has been identified as confidential by any the Borrower and obtained pursuant to the requirements of this Agreement in accordance with such Agent’s or Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, it being understood and agreed by the Borrower that in any event each Lender may make disclosures (ai) Each to Affiliates of such Agent or Lender and the directors, officers, employees, agents, advisors and other representatives of such Agent or Lender and their Affiliates (and to other persons authorized by an Agent or Lender to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 8.17); (ii) reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by any Lender of its Loans or any interest therein; (iii) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Borrower or its Subsidiaries received by it from any of the Seller Agents or any Lender; (iv) required or requested by any Governmental Authority or representative thereof; provided that unless specifically prohibited by applicable law, court order or similar regulatory process, each Agent and Lender shall make reasonable efforts to notify the Servicer covenants and agrees Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Agent or Lender by such Governmental Authority) for disclosure of any such non-public information prior to hold in confidence, and not disclose disclosure of such information; (v) to any Person, other party hereto; (vi) in connection with the terms exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Loan Document or the identity enforcement of rights hereunder or thereunder; (vii) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and their Obligations; (viii) with the consent of the Administrator Borrower or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (iiix) to the extent such information has become (x) becomes publicly available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree 8.17 or (y) becomes available to comply with this Section. Notwithstanding the foregoingany Agent, it is expressly agreed that each of the Seller, the Servicer and any Lender or their respective Affiliates may publish on a press release nonconfidential basis from a source other than the Borrower so long as such Agent, such Lender or otherwise publicly announce such Affiliate does not have knowledge that such source has an obligation to the existence and principal amount of the Commitments under this Agreement and the transactions contemplated herebyBorrower to keep such information confidential; provided that in no event shall any Agent or Lender be obligated or required to return any materials furnished by the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Borrower or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)its Subsidiaries.

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

Confidentiality. Lender agrees that all Confidential Information will be kept confidential by Lender and its Representatives and will not be (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose disclosed by Lender or its Representatives to any PersonPerson whomsoever or (b) used by Lender or its Representatives, in each case, except with the prior written consent of Borrower or except as expressly otherwise permitted by the terms of this Section 9.7, Article 18 of the JV Agreement, Section 2(b) of the Retained Business Servicing Agreement or Section 2(d)(vi) of the Portfolio Service Agreement. Neither Lender nor its Representatives will use the Confidential Information for any Purchaser Group Fee Letter (including any fees payable reason or purpose other than in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representativesthe performance, monitoring or administration of this Agreement, (ii) to the extent such information has become available to enforcement of Lender’s rights and remedies hereunder or under the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors Related Transaction Documents and Representatives or (iii) to participations or assignments of the extent it should be (A) required by Applicable Law, or Term Loans as provided in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such informationSection 8.1; provided, thatprior to any disclosure of Confidential Information to any potential assignee or participant, such assignee or participant shall agree (in the case of clause (iiia manner that is enforceable by Borrower) above, the Seller and the Servicer that it will use reasonable efforts any Confidential Information delivered to maintain confidentiality it solely to evaluate its potential purchase of an assignment or participation and will shall agree that it shall not (unless otherwise prohibited by Applicable Lawi) notify disclose or make available, without the Administrator and prior written consent of Borrower, any Confidential Information (including information relating to any Obligor under any Financing Contract (including information relating to the affected Purchaser pricing of or Purchaser Agent the provisions of its intention to make any such disclosure prior Financing Contract) or (ii) use any Confidential Information to making such disclosureidentify and directly or indirectly solicit any type of business with any Obligor. Each of the Seller and the Servicer Lender also agrees to be responsible for any breach enforcing the terms of this Section by 9.7 as to its Representatives and Advisors the maintenance of the confidentiality of the Confidential Information by Lender and agrees that its Representatives and Advisors will be advised by it of to take such action, legal or otherwise, to the confidential nature of extent necessary to cause such information and shall agree Representatives to comply with the terms and conditions of this Section. Notwithstanding the foregoing, it is expressly agreed that each Section 9.7 and thereby prevent any improper disclosure or misuse of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or Confidential Information by any of their respective Affiliates without such PersonLender’s prior written consent Representatives (such consent not including all actions that Lender would take to be unreasonably withheld, conditioned or delayedprotect its own confidential information).

Confidentiality. (a) Each After the Closing Date, Seller Parent shall and shall cause each other Seller and its and their respective Affiliates to treat and hold as confidential any information concerning the Business of the Seller and Sellers (including, without limitation, all Proprietary Rights included in the Servicer covenants and agrees Purchased Assets) that is not already generally available to hold in confidencethe public (the “Confidential Information”), and not disclose to refrain from using any Person, of the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable Confidential Information except in connection with this Agreement, and at any time upon the reasonable request of the Purchaser Group Fee Letter Parent deliver promptly to the Purchaser Parent or destroy, at the request and option of the Purchaser Parent, all tangible embodiments (and all copies) of the Confidential Information which are included within the Purchased Assets and which are in its possession or under its control following the Closing Date. In the event that after the Closing Date any Seller, or any other Transaction Document of its Affiliates, is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the identity Seller Parent shall notify the Purchaser Parent promptly of the Administrator request or any requirement so that the Purchaser Parent may seek an appropriate protective order or Purchaser Agentwaive compliance with the provisions of this Section 10.5(d), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that. If, in the case absence of clause (iii) abovea protective order or the receipt of a waiver hereunder, the a Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent any of its intention Affiliates is, on the advice of counsel, compelled to make disclose any Confidential Information to any tribunal, such disclosure prior Seller or its Affiliate may disclose the Confidential Information to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated herebytribunal; provided that such Seller shall (and it will cause its Affiliates to) use its reasonable Best Efforts to obtain, at the Administrator request and sole cost and expense of the Purchaser Parent, an order or other assurance that confidential treatment shall be provided a reasonable opportunity accorded to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify portion of the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not Confidential Information required to be unreasonably withheld, conditioned or delayed)disclosed as the Purchaser Parent shall designate.

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

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

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

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

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

Confidentiality. (a) Each of the Seller Agents, Issuing Banks, Acceptance Lenders and the Servicer covenants Lenders agrees that it will use its best efforts not to disclose without the prior written consent of the Lead Borrower (other than to its employees, auditors, counsel or other professional advisors, to Affiliates or to another Lender if the Lender or such Lender’s holding or parent company in its sole discretion determines that any such party needs access to such information, which party shall be informed of the confidential nature thereof and agrees shall agree to hold keep such information confidential in confidence, and not disclose to any Person, accordance with the terms of this Section 9.16) any information with respect to any Loan Party which is furnished pursuant to this Agreement and which either is financial information or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or is designated by the identity of Lead Borrower to the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Administrative Agent may have consented to in writing prior to as confidential, provided that any proposed disclosure; provided, however, that it Lender may disclose any such information (ia) to its Advisors and Representatives, (ii) to the extent such information as has become generally available to the public public, (b) as was available to any Lender on a non-confidential basis prior to its disclosure by such Lender, (c) as becomes available to any Lender on a non-confidential basis from a Person other than a Loan Party who, to the best knowledge of such Lender, is not otherwise bound by a confidentiality agreement with any Loan Party or is not otherwise prohibited from transmitting the information to such Lender, (d) as a result may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States of a disclosure by America or through the Seller, the Servicer elsewhere) or their Advisors and Representatives successors, (e) as may be required or (iii) appropriate in response to the extent it should be (A) required by Applicable Law, any summons or subpoena or in connection with any legal litigation, provided that if the Lender is able to do so prior to complying with the summons or regulatory proceeding subpoena, such Lender shall provide the Lead Borrower with prompt notice of such requested disclosure so that the Borrowers may seek a protective order or other appropriate remedy (B) requested by any Governmental Authority to disclose nothing contained herein however shall result in such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Lender’s non-compliance with Applicable Law), (f) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree in order to comply with this Section. Notwithstanding any law, order, regulation or ruling applicable to such Lender, (g) in connection with the foregoing, it is expressly agreed that each enforcement of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments remedies under this Agreement and the transactions other Loan Documents, and (h) to any prospective transferee in connection with any contemplated hereby; transfer of any of the Loans or Notes or any interest therein by such Lender provided that such prospective transferee agrees to be bound by the Administrator provisions of this Section. The Borrowers hereby agree that the failure of a Lender to comply with the provisions of this Section 9.16 shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify not relieve the Administrator, any Purchaser, any Purchaser Agent or Borrowers of any of their respective Affiliates without obligations to such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Lender under this Agreement and the other Loan Documents.

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

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

Confidentiality. All data and information exchanged by the Parties and OpCo (aother than the terms and conditions of this Agreement) Each and all pricing terms shall be maintained in strict and absolute confidence and no Party nor OpCo shall disclose, without the prior consent of the Seller other Parties and OpCo, any such data, information or pricing terms unless the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter release thereof is required by Law (including any fees payable in connection requirement associated with this Agreementan elective filing with a Governmental Authority) or the rules or regulations of any stock exchange on which any securities of the Parties, any Purchaser Group Fee Letter OpCo, or any other Transaction Document Affiliates thereof are traded. Nothing in this Agreement shall prohibit the Parties or OpCo from disclosing whatever information in such manner as may be required by applicable Law; nor shall any Party or OpCo be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to a Party, OpCo, or to any Person proposing to purchase the equity in any Party or OpCo or the identity of assets owned by any Party or OpCo. Notwithstanding the Administrator foregoing, the restrictions in this Section 17.11 will not apply to data or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, information that it may disclose such information (i) is in the possession of the Person receiving such information prior to its Advisors and Representativesdisclosure by the other Party or OpCo, (ii) to the extent such information has become available is or becomes known to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives breach of this Agreement or (iii) becomes available to a Party or OpCo a non-confidential basis from a source other than the other Party or OpCo, provided that such source is not bound by a confidentiality agreement with, or other fiduciary obligations of confidentiality to, the other Party or OpCo. This Section will survive any termination of this Agreement for a period of 24 Months from the end of the Year in which the date of such termination occurred. (End of Agreement Terms and Conditions) Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT A TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES SERVICE AREA Weld County, Colorado Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT B TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES DOWNTIME FEE REDUCTION Individual System Downtime Percentage (per Month) Percentage Reduction of Individual Fee with respect to such Individual System Greater than 7% and up to and including 10% 5% Greater than 10% and up to and including 12% 10% Greater than 12% and up to and including 15% 15% Greater than 15% 20% (End of Exhibit B) Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT C Reserved Second Amended and Restated Crude Oil Gathering Agreement EXHIBIT D TO AGREEMENT TERMS AND CONDITIONS RELATING TO OIL GATHERING SERVICES INSURANCE Each of OpCo (on behalf of Midstream Co) and Producer shall purchase and maintain (or cause to be purchased and maintained) in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from insurance companies that are rated (or whose reinsurers are rated) “A-VII” or better by AM Best or “BBB-” or better by Standard & Poor’s or an equivalent rating from another recognized rating agency, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent it should of the obligations undertaken by such Party in this Agreement, shall be primary (Awith the exception of the Excess Liability Insurance and Workers’ Compensation) required by Applicable Lawas to any other existing, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; providedvalid, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosurecollectable insurance. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator Party’s deductibles shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, borne by that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)Party.

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

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

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

Confidentiality. Vendor and its employees, agents, approved contractors and subcontractors may have access to Confidential Information, data, software, hardware, programs or other information or property possessed, owned or maintained by the Department or the State (a“Department Property”) Each to the extent necessary to carry out its responsibilities under the Agreement. Such Department Property shall at all times remain the property of the Seller Department and/or the State. Vendor shall preserve the confidentiality of Department Property disclosed or furnished by the Department to Vendor and shall maintain procedures for safeguarding such property. Vendor will designate one individual who shall remain the Servicer covenants responsible authority in charge of all Department Property collected, used, or disseminated by Vendor in connection with the performance of this Agreement. Vendor shall accept responsibility for providing adequate supervision and agrees training to hold in confidenceits agents, employees and not disclose any approved contractors and subcontractors to any Person, ensure compliance with the terms of this Agreement Agreement. Vendor and its employees, agents, and any approved contractors or subcontractors may be required by the Department to execute confidentiality or non-disclosure agreements to obtain access to certain Department Property. Vendor and its employees, agents, approved contractors and subcontractors shall not disclose, publish, reproduce, disseminate or otherwise use any Purchaser Group Fee Letter (including any fees payable Department Property received, collected, maintained, or used in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity course of performance of the Administrator or any Purchaser or Purchaser Agent), Agreement except as permitted by the Administrator and each Purchaser Agent may have consented Department to in writing prior enable Vendor to any proposed disclosure; provided, however, that it may disclose such information (i) to perform its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments obligations under this Agreement and except as required by applicable laws, rules or regulations, either during the transactions contemplated hereby; term of this Agreement or thereafter. Vendor agrees to return any and all Department Property received, collected, accessed, maintained, created, or used in the course of the performance of the Agreement in whatever form it is maintained promptly at the request of the Department. In the event that Vendor receives a request for access to any Department Property, Vendor shall immediately communicate such request to the Department for consideration and handling. Vendor shall indemnify the Department, the State and all other Indemnitees in the manner provided for indemnification elsewhere in this Agreement for a violation of this section. In the event of a breach of this section, the Department may terminate this Agreement immediately without notice of default and opportunity to cure. Vendor acknowledges that the Administrator disclosure of any Confidential Information of the Department or the State will immediately give rise to continuing irreparable injury to the Department and others that is inadequately compensable in damages at law. Accordingly, and without prejudice to any other remedy available to the Department, the Department will be entitled to injunctive relief. Vendor’s obligations under this section shall be provided a reasonable opportunity to review such press release survive expiration or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any termination of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)this Agreement.

Confidentiality. The Consultant shall (and, if applicable, shall cause his employees to) (a) Each hold the Confidential Information in confidence and protect it in accordance with the same degree of care with which he protects his own confidential information of like importance which he does not wish to disclose, but in no event less than reasonable care, (b) use the Confidential Information solely to the extent necessary in the performance of the Seller and the Servicer covenants and agrees to hold in confidence, Services and not for any other purpose, (c) not disclose any Confidential Information to any PersonPerson (other than the Company and its Affiliates), (d) upon the request of the Company, promptly return all Confidential Information to the Company (or, at the election of the Company, destroy such Confidential Information) without retaining any copies thereof (and provide certification of his compliance with this clause (d)) and (e) not reverse engineer, decompile, test or analyze the Confidential Information without the prior written consent of the Company. In the event that the Consultant is requested or required by law, judicial or governmental order, deposition, interrogatory, request for documents, subpoena, civil investigative demand or other legal process to disclose any of the Confidential Information, the terms Consultant must first provide the Company with prompt written notice of such requirement so that the Company (or any of its Affiliates) may seek an appropriate protective order, unless, as confirmed by the opinion of the Consultant’s counsel, providing such notice would itself constitute a violation of law. If the Consultant is nevertheless legally required (as confirmed by the opinion of the Consultant’s counsel) to disclose Confidential Information, then the Consultant shall only disclose that portion of the Confidential Information that is legally Exhibit B required to be disclosed (as confirmed by the opinion of the Consultant’s counsel). In such an event, the Consultant shall take reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information being disclosed. In no event shall the Consultant oppose action by the Company (or any of its Affiliates) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding anything herein to the contrary, nothing in this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection other agreement with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information Company shall (i) prohibit Consultant from making reports of possible violations of federal law or regulation to its Advisors any governmental agency or entity in accordance with the provisions of and Representativesrules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) to require notification or prior approval by the extent such information has become available to the public other than as a result Company of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or any reporting described in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedi).

Confidentiality. The Trustee, the Holder Representative and the Holders hereby agree that any confidential or non-public information (including Covered Revenues Statements) they receive from or on behalf of Parent or any Affiliate of Parent, which receipt arises out of the transactions contemplated by this CVR Agreement (the “Confidential Information”), shall: (a) Each of not be used for any purpose other than for purposes permitted under this CVR Agreement; (b) not be used directly or indirectly in any way that is for competitive purposes; and (c) not be disclosed by, and be kept confidential by, the Seller Trustee, the Holder Representative and the Servicer covenants Holders and agrees to hold in confidenceits directors, officers, members, managers, employees, affiliates, and not disclose to any Personagents (collectively, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent“Representatives”), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it any such Confidential Information may disclose such information be disclosed only to their Representatives (including the Independent Accountant) who (i) need to its Advisors know such Confidential Information and Representatives, (ii) are bound in writing to a non-disclosure agreement no less restrictive than this Section 6.8. It is understood that such Representatives shall be informed by the extent such information has become available to the public other than as a result of a disclosure by or through the SellerTrustee, the Servicer Holder Representative or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it applicable Holder of the confidential nature of such information Confidential Information, and that the Trustee, the Holder Representative or such Holder, as applicable, shall agree be responsible for any disclosure or use made by its Representatives in breach of obligations under this CVR Agreement to comply with this Sectionthe same extent as if such disclosure or use had been made directly by the Trustee or such Holder, as applicable. Notwithstanding the foregoing, it is expressly agreed that each Each of the SellerTrustee, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement Holder Representative and the transactions contemplated hereby; provided Holders will promptly notify Parent of any breach of this CVR Agreement of which they become aware, and will use reasonable efforts to assist and cooperate with Parent in minimizing the consequences of such breach. “Confidential Information” shall not include any information that is (A) publicly available other than because of disclosure by the Administrator shall be provided a reasonable opportunity to review such press release Trustee, the Holder Representative or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent Holders or any of their respective Affiliates without Representatives or (B) is lawfully disclosed to the Trustee, the Holder Representative or Holders by sources (other than Parent or its Affiliates) rightfully in possession of the Confidential Information. If the Trustee, the Holder Representative, the Holders or their respective Representatives are legally required or requested to disclose any Confidential Information, they will in advance of such Persondisclosure, unless otherwise prohibited by Law, promptly notify Parent of such request or requirement so that Parent may seek to avoid or minimize the required disclosure and/or obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the Person receiving the disclosure, or, in Parent’s discretion, to waive compliance with the provisions of this CVR Agreement. In any such case, the Trustee, the Holder Representative and the Holders agree to cooperate and use reasonable efforts to avoid or minimize the required disclosure and/or obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, the Trustee, the Holder Representative, Holders or their respective Representatives are legally obligated to disclose any Confidential Information, they will disclose only so much thereof to the party compelling disclosure as they reasonably believe in good faith, on the basis of advice of counsel, is required by Law. The Trustee, the Holder Representative and Holders shall give Parent prior written consent (notice of the specific Confidential Information that they believe they are required to disclose under such consent not to be unreasonably withheldcircumstances. All Confidential Information disclosed by or on behalf of Parent or any of its Affiliates shall be, conditioned and shall remain, the property of Parent or delayed)such Affiliate.

Confidentiality. For the purposes of this Section 15.14, "CONFIDENTIAL INFORMATION" means information delivered to Lender by or on behalf of the Borrower or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement (including, without limitation, any information regarding the transactions contemplated hereby provided prior to the date of this Agreement), provided that such term does not include information that (a) Each was publicly known or otherwise known to Lender prior to the time of the Seller and the Servicer covenants and agrees to hold in confidencesuch disclosure, and not disclose to any Person, the terms of this Agreement (b) subsequently becomes publicly known through no act or omission by Lender or any Purchaser Group Fee Letter Person acting on its behalf, or (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter c) otherwise becomes known to Lender other than through disclosure by the Borrower or any other Transaction Document Subsidiary. Lender will maintain the confidentiality of such Confidential Information in accordance with Lender's standard procedures to protect confidential information of third parties delivered to Lender, provided that Lender may deliver or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented disclose Confidential Information to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors directors, officers, employees, agents, attorneys and Representativesaffiliates, (ii) to the extent such information has become available to the public its financial advisors and other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it professional advisors who are made aware of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoinginformation, it is expressly agreed that each (iii) any other holder of the SellerNote, (iv) any Person to which Lenders sells or offers to sell the Servicer 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 15.14), (v) any federal or state regulatory authority having jurisdiction over Lender, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about its investment portfolio, or (vii) 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 Lender, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which Lender is a party or an Event of Default has occurred and their respective Affiliates is continuing, to the extent Lender may publish a press release reasonably determine such delivery and disclosure to be necessary or otherwise publicly announce appropriate in the existence and principal amount enforcement or the protection of the Commitments rights and remedies under this Agreement and the transactions contemplated hereby; provided that other Loan Documents. Each holder of the Administrator shall Note or an interest therein, by its acceptance of the Note or an interest therein, will be provided a reasonable opportunity deemed to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not have agreed to be unreasonably withheld, conditioned or delayedbound by and to be entitled to the benefits of this Section 15.14 as though it were a party to this Agreement. (The remainder of this page was intentionally left blank.).

Confidentiality. Buyer expressly acknowledges and agrees that the transactions contemplated by this Agreement, the Documents that are not otherwise known by or readily available to the public and the terms, conditions and negotiations concerning the same shall be held in the strictest confidence by Buyer and shall not be disclosed except (ai) Each as may be required by law; or (ii) to its legal counsel, surveyor, title company, broker, accountants, consultants, officers, directors, shareholders, partners and prospective partners and their counsel, lenders and their counsel (the “Authorized Representatives”), and, except with respect to such Authorized Representatives, only to the extent that such disclosure may be necessary for its performance hereunder. Buyer agrees that it shall instruct each of its Authorized Representatives to maintain the confidentiality of such information and at the request of the Seller and other, to promptly inform the Servicer covenants other of the identity of each such Authorized Representative. Buyer further acknowledges and agrees to hold in confidencethat, unless and not disclose to any Personuntil the Close of Escrow occurs, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable all information and materials obtained in connection with this Agreement, the Property that are not otherwise known by or readily available to the public will not be disclosed to any Purchaser Group Fee Letter or any third persons (other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agentthan to Authorized Representatives), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Lawlaw t, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in without the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each written consent of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator which consent shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned delayed or delayed)conditioned. If the transaction contemplated by this Agreement does not occur for any reason whatsoever, Buyer shall, promptly upon receipt of written request from Seller, return to Seller, and shall instruct its Authorized Representatives to return to Seller, all copies and originals of all documents and information provided by Seller to Buyer. Nothing contained in this Section 9.18 shall preclude or limit either party from disclosing or accessing any information otherwise deemed confidential under this Section 9.18 in connection with the party’s enforcement of its rights following a disagreement hereunder or in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities required by reason of the transactions provided for herein. The provisions of this Section 9.18 shall survive any termination of this Agreement.

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

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

Confidentiality. The Grantee agrees that, during the Performance Period and at all times thereafter, the Grantee shall not reveal or utilize Confidential Information (as hereinafter defined) that the Grantee acquired during the course of or as a result of the Grantee’s employment with the Company or one of its Subsidiaries and that relates to (x) the Company or any of its Subsidiaries or (y) Company’s and its Subsidiaries’ customers, employees, agents or vendors. The Grantee acknowledges that all such Confidential Information is commercially valuable and is the property of the Company. Upon the termination of the Grantee’s employment with the Company and its Subsidiaries, the Grantee shall immediately return all such Confidential Information to the Company, whether it exists in written, electronic, computerized or other form. Notwithstanding anything elsewhere to the contrary, the Grantee (a) Each of the Seller and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, any Purchaser Group Fee Letter or any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, that it may disclose such information Confidential Information (i) to the Company and its Advisors Subsidiaries and Representativesaffiliates, or to any authorized agent or representative of any of them, (ii) in confidence to any attorney or accountant actually retained by the Grantee for the purpose of securing professional advice (but not the Company’s privileged information), or (iii) when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other person with jurisdiction to order the Grantee to divulge, disclose or make accessible such information, and (b) may disclose or use Confidential Information (i) with the Company’s prior written consent, (ii) in connection with performing the Grantee’s employment duties for the Company and its Subsidiaries or (iii) in connection with any legal proceeding involving the Company or its Subsidiaries. In the event that the Grantee is required to disclose any Confidential Information pursuant to clause (a)(iii) or (b)(iii) of the immediately preceding sentence, the Grantee shall (A) promptly give the Company advance notice that such disclosure may be made and (B) not oppose, and affirmatively cooperate with, the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information. For purposes hereof, “Confidential Information” shall mean information, knowledge or data (whether or not a trade secret or protected by laws pertaining to intellectual property and including, without limitation, information relating to data, finances, marketing, pricing, profit margins, claims, legal matters, loss control, marketing and business plans and strategies, software, processing, vendors, administrators, customers or prospective customers, products, brokers and employees), other than information, knowledge or data that (x) has previously been disclosed to the extent such information has become available to public, or is in the public domain, other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above, the Seller and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent of its intention to make any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any Grantee’s breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release 5(a) or other public announcement prior obligation of confidentiality, or (y) is known or generally available to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)public.

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

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

Confidentiality. (a) Each The Licensed Intellectual Property is the confidential and proprietary information of Buyer. Seller agrees that it shall not disclose, provide or otherwise make available any item of the Licensed Intellectual Property, in whole or in part, to any third party and that it shall not make any use whatsoever of the Licensed Intellectual Property, in each case, except as expressly authorized hereunder. Seller shall use all reasonable efforts and exert every reasonable degree of care to protect the Servicer covenants Licensed Intellectual Property, and agrees shall secure agreements from all employees, agents and contractors having access to hold the Licensed Intellectual Property, at least as protective of the Licensed Intellectual Property as the provisions of this Section 5A.3, to maintain the Licensed Intellectual Property in confidence. Buyer shall be permitted to enforce the provisions of such agreements directly against these individuals. Any breach of the provisions set forth in this Section 5A.3 by Seller’s employees, and not disclose agents, or contractors, shall be deemed to any Person, the terms be a breach by Seller itself. Upon termination of this Agreement or any Purchaser Group Fee Letter (including any fees payable in connection with this Agreement, Seller’s right to use the Licensed Intellectual Property shall immediately terminate. In addition, upon such termination, or upon demand by Buyer at any Purchaser Group Fee Letter time, or upon expiration of this Agreement, Seller shall return promptly to Buyer or destroy, at Buyer’s option, all materials, in written or electronic form, that disclose or embody the Licensed Intellectual Property. The parties agree that a breach by Seller of any of the covenants set forth in this Section 5A.3 could cause irreparable harm to Buyer, that Buyer’s remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach, a restraining order or injunction or both may be issued against any Seller and/or any of the subsidiaries, in addition to any other Transaction Document or the identity of the Administrator or any Purchaser or Purchaser Agent), except as the Administrator rights and each Purchaser Agent may have consented to in writing prior to any proposed disclosure; provided, however, remedies that it may disclose such information (i) to its Advisors and Representatives, (ii) to the extent such information has become are available to the public other than as a result of a disclosure by or through the Seller, the Servicer or their Advisors and Representatives or (iii) to the extent it should be (A) required by Applicable Law, or in Buyer. In connection with any legal such action or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; providedfor injunctive relief, thatSeller, in the case on behalf of clause (iii) above, the Seller itself and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrator and the affected Purchaser or Purchaser Agent each of its intention subsidiaries, hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to make the maximum extent permitted by law, to have each provision of this Section 5A.3 specifically enforced against such person and consents to the entry of injunctive relief against such person enforcing or restraining any such disclosure prior to making such disclosure. Each of the Seller and the Servicer agrees to be responsible for any breach or threatened breach of this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Seller, the Servicer and their respective Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactions contemplated hereby; provided that the Administrator shall be provided a reasonable opportunity to review such press release or other public announcement prior to its release and provide comment thereon; provided, further, that no such press release shall name or otherwise identify the Administrator, any Purchaser, any Purchaser Agent or any of their respective Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)5A.3.

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

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

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

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