Common use of ConfidentialityConfidentiality Clause in Contracts

ConfidentialityConfidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory body, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (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, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any actual or prospective assignee, Participant or counterparty (and its advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating to the Borrower and its obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person to the extent relating to such tax treatment and tax structure.

ConfidentialityConfidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) Subject to the provisions of clause (b) of this Section 12.15, each Lender agrees that it will not disclose without the prior consent of Silgan (other than on a confidential basis to its and its Affiliates’ employees, partners, directors, officers, employees and agents, including accountants, legal auditors or counsel or to another Lender or such Lender’s holding or parent company or to any credit insurance provider relating to the Borrower and the Obligations if such Lender determines in its sole discretion that any such party should have access to such information) any information with respect to Silgan or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other advisors Credit Document and which is either (it being understood x) financial information or statements or (y) designated by any Borrower to the Lender in writing as confidential, provided that any Lender may disclose any such information (i) as has become generally available to the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential)public, (bii) as may be required in any report, statement or testimony submitted to the extent requested by any municipal, state or Federal regulatory authority body or self-regulatory bodyauthority having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board, the Federal Deposit Insurance Corporation or the NAIC or similar organizations (whether in the United States or elsewhere) or their successors or in connection with any pledge permitted under Section 12.04(d), (ciii) as may be required in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) that is already in possession of such Lender on a non-confidential basis, (vi) that is provided to such Lender on a non-confidential basis by a Person who in doing so has not violated a duty of confidentiality owing to any Lender or to Silgan or any of its Subsidiaries, (vii) to the extent required by applicable laws Administrative Agent or regulations the Collateral Agent, (viii) to any actual or by prospective direct or indirect contractual counterparty in any subpoena swap, hedge or similar legal processagreement (or to any such actual or prospective contractual counterparty’s professional advisor), so long as such actual or prospective contractual counterparty (or such professional advisor) agrees to be bound by provisions substantially the same as this Section 12.15, (dix) to any prospective or actual transferee or participant (or its Related Parties) in connection with any contemplated transfer or participation of any of the Obligations or Commitments or any interest therein by such Lender, provided that such prospective transferee agrees with such Xxxxxx, to maintain confidentiality provisions substantially the same as this Section 12.15, (x) to any other party to this Agreementhereto, (exi) in connection with the exercise of any remedies hereunder or under any suitother Credit Document, action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder and (xii) on a confidential basis to (A) any rating agency in connection with rating Silgan or its Subsidiaries or the credit facilities contemplated hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities contemplated hereunder. In addition, (f) subject to an agreement containing provisions substantially the same as those Administrative Agent and each Lender may disclose the existence of this Section, to (x) any actual or prospective assignee, Participant or counterparty (Agreement and its advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating to the Borrower and its obligations under information about this Agreement, (g) with the consent of the Borrower or (h) on an as-needed basis, to bank market data collectors and similar service providers to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available lending industry and service providers to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders in connection with the administration of the Credit Documents. (b) Each Borrower hereby acknowledges and agrees that each Lender may share with any of their respective employeesits Affiliates (including, representatives in the case of any Lender that is a fund, such Xxxxxx’s investment advisor) any information related to Silgan or other agents) may disclose to any and all personsof its Subsidiaries (including, without limitation of limitation, any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person to the extent relating to such tax treatment and tax structure.nonpublic 195 150546217_8170136845_8

ConfidentialityConfidentiality. Each of the Administrative Agent and the Lenders Lender agrees to maintain the confidentiality of the Information (as defined below)hold any confidential information that it may receive from Borrower in connection with this Agreement in confidence, except that Information may be disclosed for disclosure: (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed Lenders or Affiliates of the confidential nature of such Information and instructed to keep such Information confidential), a Lender; (b) to the extent requested by legal counsel and accountants for Borrower or any regulatory authority or self-regulatory body, Lender; (c) to other professional advisors to Borrower or any Lender, provided that the extent required by applicable laws or regulations or by any subpoena or recipient has accepted such information subject to a confidentiality agreement substantially similar legal process, to this Section 11.14; (d) to regulatory officials having jurisdiction over that Lender (including any other party to this Agreementself-regulatory authority, such as the National Association of Insurance Commissioners), (e) as required by Law or legal process, provided that each Lender agrees to notify Borrower of any such disclosures unless prohibited by applicable Laws, or in connection with any legal proceeding to which that Lender and Borrower are adverse parties; (f) to another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of that Xxxxxx’s interests hereunder or a participation interest in its Loan, or to a prospective Lender pursuant to Section 2.8(c), provided that the recipient has accepted such information subject to a confidentiality agreement substantially similar to this Section 11.14, (g) in connection with the exercise of remedies under any remedies hereunder of the Loan Documents, (h) on a confidential basis to any rating agency in connection with rating Borrower or any suit, action or proceeding relating to this Agreement its Subsidiaries or the enforcement of rights credit facilities provided hereunder, (fi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any actual or prospective assignee, Participant or counterparty (and its advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating on a confidential basis to the Borrower CUSIP Service Bureau or any similar agency in connection with the issuance and its obligations under this Agreement, monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder and (gj) with the consent of the Borrower, to actual or prospective swap counterparties in connection with any Hedging Agreement. For purposes of the foregoing, “confidential information” shall mean any information respecting Borrower or (h) its Subsidiaries reasonably considered by Borrower to the extent such Information be confidential, other than (i) becomes publicly information previously filed with any Governmental Agency and available other than as a result of a breach of this Section or to the public and (ii) becomes available to the Administrative Agent information previously published or disclosed in any Lender on a nonconfidential basis public medium from a source other than the Borrowerthan, directly or indirectly, that Lender. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided Nothing in this Section shall be considered construed to have complied with its obligation create or give rise to do so if such Person has exercised any fiduciary duty on the same degree part of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and or the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person to the extent relating to such tax treatment and tax structureBorrower.

ConfidentialityConfidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) Each Agent, each Other Representative and each Lender agrees to keep confidential any information (a) provided to it by or on behalf of any Holding Company or the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or (b) obtained by such Lender based on a review of the books and records of any Holding Company or the Borrower or any of their respective Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to any Agent, any Other Representative or any other Lender, (ii) to any Transferee, or prospective Transferee or any creditor or any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its Affiliates’ directorsobligations which agrees to comply with the provisions of this Subsection 11.16 pursuant to a written instrument (or electronically recorded agreement from any Person listed above in this clause (ii), officers, employees and agents, including accountants, legal counsel and other advisors in respect to any electronic information (whether posted or otherwise distributed on any Platform)) for the benefit of the Borrower (it being understood that the Persons to whom each relevant Lender shall be solely responsible for obtaining such disclosure is made will be informed of the confidential nature of instrument (or such Information and instructed to keep such Information confidentialelectronically recorded agreement)), (biii) to its Affiliates and the extent requested employees, officers, partners, directors, agents, attorneys, accountants and other professional advisors of it and its Affiliates, provided that such Lender shall inform each such Person of the agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any regulatory authority or self-regulatory bodysuch Person referred to in this clause (iii) with this agreement (including, where appropriate, to cause any such Person to acknowledge its agreement to be bound by the agreement under this Subsection 11.16), (civ) upon the request or demand of any Governmental Authority having jurisdiction over such Lender or its affiliates or to the extent required by applicable laws in response to any order of any court or regulations other Governmental Authority or as shall otherwise be required pursuant to any 236 Requirement of Law, provided that, other than with respect to any disclosure to any bank regulatory authority, such Lender shall, unless prohibited by any subpoena or similar legal processRequirement of Law, notify the Borrower of any disclosure pursuant to this clause (iv) as far in advance as is reasonably practicable under such circumstances, (dv) to any which has been publicly disclosed other party to than in breach of this Agreement, (evi) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights remedy hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) under any actual Loan Document or prospective assignee, Participant or counterparty (and its advisors) to under any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating to the Borrower and its obligations under this Interest Rate Agreement, (gvii) in connection with periodic regulatory examinations and reviews conducted by the consent National Association of the Borrower Insurance Commissioners or any Governmental Authority having jurisdiction over such Lender or its affiliates (h) to the extent applicable), (viii) in connection with any litigation to which such Information Lender (ior, with respect to any Interest Rate Agreement, any Affiliate of any Lender party thereto) becomes publicly available other than as may be a result of a breach of this Section or (ii) becomes available party subject to the Administrative Agent proviso in clause (iv) above, and (ix) if, prior to such information having been so provided or any Lender obtained, such information was already in an Agent’s or a Lender’s possession on a nonconfidential non-confidential basis from without a source other than the Borrower. For the purposes duty of this Section, “Information” means all information received from the Borrower relating confidentiality to the Borrower or any of its businessSubsidiaries being violated. Notwithstanding any other provision of this Agreement, any other than Loan Document or any Assignment and Acceptance, the provisions of this Subsection 11.16 shall survive with respect to each Agent and Lender until the second anniversary of such information that is available Agent or Lender ceasing to be an Agent or a Lender, respectively. In addition, the Administrative Agent or any Lender may provide information regarding the Facilities to service providers providing administrative and ministerial services solely in connection with the syndication and administration of the Facilities on a nonconfidential basis prior to disclosure by the Borrowerconfidential basis; provided that, except with respect to information which has been publicly disclosed other than in the case breach of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoingAgreement, the Administrative Agent and the Lenders (and shall inform each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure such Person of the transactions contemplated agreement under this Subsection 11.16 and take reasonable actions to cause compliance by any such Person with this Agreement and all materials of agreement (including, where appropriate, to cause any kind (including opinions or other tax analyses) that are provided such Person to such person acknowledge its agreement to be bound by the extent relating to such tax treatment and tax structureagreement under this Subsection 11.16).

ConfidentialityConfidentiality. Each of the The Administrative Agent, each Arranger, each Bookrunner, each Syndication Agent, each Documentation Agent and the Lenders agrees to each Lender shall maintain the confidentiality of all information provided to it by or on behalf of Holdings or any Subsidiary, or by the Information Administrative Agent on Holdings’ or such Subsidiary’s behalf, under this Agreement or any other Loan Document, it being understood and agreed by the Credit Parties that, in any event, the Administrative Agent may disclose such information to the Lenders and the Administrative Agent, each Arranger, each Bookrunner, each Syndication Agent, each Documentation Agent and each Lender may make disclosures thereof to the extent such information (i) was or becomes generally available to the public other than as defined below)a result of disclosure by such Person on breach of the provisions of this Section 10.08, except or (ii) was or becomes available on a non-confidential basis from a source other than Holdings or its 139 Subsidiaries; provided that Information such source is not bound by a confidentiality agreement with Holdings or any of its Subsidiaries known to such Person; provided, further, that the Administrative Agent, any Arranger, any Bookrunner, any Syndication Agent, any Documentation Agent or any Lender may be disclosed disclose such information (a) at the request or pursuant to any requirement of any Governmental Authority or representative thereof to which such Person is subject (including the NAIC) or in connection with an examination of such Person by any such authority; (b) pursuant to subpoena or other court process; (c) when required to do so in accordance with the provisions of any applicable Requirement of Law; (d) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (e) to such Person’s independent auditors and other professional advisors on a confidential basis; (f) to any Participant, Lender or Eligible Assignee, actual or potential; provided that such Person agrees to be bound by the terms of this Section 10.08 (or language substantially similar to this Section 10.08) which agreement may be pursuant to customary syndication practice; (g) as to any Lender or its Affiliate, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which Holdings or any Subsidiary is party with such Lender or such Affiliate; (h) to its Affiliates and its Affiliates’ to their respective officers, directors, officerspartners, employees and agentsmembers, including accountantsemployees, legal counsel counsel, independent auditors and other advisors (it being understood that the Persons advisors, experts or agents who need to whom know such disclosure is made will be information and who have been informed of the confidential nature of thereof (and to other Persons authorized by a Lender or the Administrative Agent to organize, present or disseminate such Information and instructed to keep such Information confidentialinformation in connection with disclosures otherwise made in accordance with this Section 10.08), ; (b) to the extent requested by any regulatory authority or self-regulatory body, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (di) to any other party to this Agreement, ; (ej) to any pledgee referred to in Section 10.07(f) or any direct or indirect contractual counterparty or prospective counterparty (or such counterparty’s or prospective counterparty’s professional advisor) to any swap or derivative transaction relating to the Revolving Loans who have been informed of the confidential nature of the information; (k) to Xxxxx’x and S&P and other rating agencies in connection with the exercise of any remedies hereunder ratings contemplated by the Loan Documents; (l) on a confidential basis to the CUSIP Service Bureau or any suit, action or proceeding relating to this Agreement or similar agency in connection with the enforcement issuance and monitoring of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any actual or prospective assignee, Participant or counterparty (and its advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating CUSIP numbers with respect to the Borrower Revolving Loans and its obligations under this Agreement, (gm) with the consent of the Borrower or (h) Borrower. In addition, the Administrative Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, and on a need to know and confidential basis, similar services providers to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available lending industry, and service providers to the Administrative Agent or any Lender on a nonconfidential basis from a source other than and the Borrower. For Lenders in connection with the purposes administration and management of this Section, “Information” means all Agreement and the other Loan Documents. In the case of confidential information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent Holdings or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower Subsidiary after the date hereof, such information is shall be clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f. In the case of clauses (b) hereof and (c), the disclosing party shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality give notice of such Information as such Person would accord disclosure to its own confidential information. Notwithstanding the foregoingBorrower (other than any disclosure in connection with routine bank examinations), the Administrative Agent and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person to the extent relating to such tax treatment and tax structurenot otherwise prohibited by any Requirement of Law.

ConfidentialityConfidentiality. Each All information regarding the terms set forth in any of the Administrative Agent Repurchase Documents or the Transactions shall be kept confidential and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may shall not be disclosed by either Party to any Person except (a) to the Affiliates of such Party or its and its Affiliates’ or their respective directors, officers, employees and employees, agents, including accountantsadvisors, legal counsel attorneys, accountants and other advisors (it being understood that the Persons to whom such disclosure is made will be representatives who are informed of the confidential nature of such Information information and instructed to keep such Information it confidential), (b) to the extent requested by any regulatory authority authority, stock exchange, government department or self-regulatory bodyagency, or required by Requirements of Law or necessary or advisable in connection with any public company filing requirements under federal securities laws, (c) to the extent required by applicable laws to be included in the financial statements of either Party or regulations or by any subpoena or similar legal processan Affiliate thereof, (d) to the extent required to exercise any other party to this Agreementrights or remedies under the Repurchase Documents, Purchased Assets or Mortgaged Properties, (e) in connection with to the exercise of any remedies hereunder or any suit, action or proceeding relating extent required to this Agreement or the enforcement of rights hereunderconsummate and administer a Transaction, (f) subject in the event any Party is legally compelled to an agreement containing provisions substantially the same as those make pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of this Sectiona court of competent jurisdiction, and (g) to (x) any actual or prospective assigneeParticipant, Participant Eligible Assignee or counterparty (Hedge Counterparty that agrees to comply with this Section 18.10, and its advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations under this Agreement or (y) any credit insurance provider relating to the Borrower and its obligations under this Agreement, (g) with the consent of the Borrower or (h) in connection with a public market transaction of Guarantor, but only to the extent such Information disclosure is legally required pursuant to an applicable Requirement of Law; provided, that, except with respect to the disclosures by Buyer under clause (ig) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available 18.10, no such disclosure made with respect to the Administrative Agent or any Lender on Repurchase Document shall include a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential; provided further that any information received pursuant to Section 5.01(f) hereof shall be deemed to have been so identified as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality copy of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such person Repurchase Document to the extent relating that a summary would suffice, but if it is necessary for a copy of any Repurchase Document to such tax treatment be disclosed, all pricing and tax structureother economic terms set forth therein shall be redacted before disclosure.