Common use of Section Confidentiality Clause in Contracts

Section Confidentiality. The Lessor Parties agree to take normal and reasonable precautions in accordance with their normal procedures and exercise due care to maintain the confidentiality of all information relating to the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was or becomes generally available to the public other than as a result of a disclosure by the Lessor Parties, or (b) was or becomes available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information (i) at the request or pursuant to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunder.

Section Confidentiality. The Lessor Parties agree to take normal Unless otherwise required by applicable law, each of the Seller and reasonable precautions in accordance with their normal procedures and exercise due care the Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all information relating drafts thereof) in communications with third parties and otherwise; provided, that this Agreement may be disclosed to: (a) third parties to the Lesseeextent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrator and (b) the Seller's legal counsel and auditors if they agree to hold it confidential. Unless otherwise required by applicable law, each of the Guarantor Administrator and their respective Affiliates, which has been identified the Issuer agrees to maintain the confidentiality of non-public financial information regarding Commonwealth and its Subsidiaries and other non-public information marked as confidential by the Lessee Servicer or the GuarantorSeller; provided, and neither the Lessor Parties nor any of their Affiliates shall use any that such information for any purpose or in any manner other than may be disclosed to: (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to Commonwealth, (ii) legal counsel and auditors of the terms contemplated by this Lease; except Issuer or the Administrator if they agree to hold it confidential, (iii) the rating agencies rating the Notes to the extent such information (a) was or becomes generally available relates to the public other than as a result of a disclosure Receivables Pool or the transactions contemplated by the Lessor Partiesthis Agreement, or if not so related, upon obtaining the prior consent of Commonwealth (b) was or becomes available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is consent not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information (i) at the request or pursuant to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Lawbe unreasonably withheld), (iv) any Program Support Provider or potential Program Support Provider to each Lessor Party's independent auditors and other professional advisors and the extent such information relates to the Receivables Pool or the transactions contemplated by this Agreement, or if not so related, upon obtaining the prior consent of Commonwealth (such consent not to be unreasonably withheld), (v) to any Person placement agent placing the Notes and in (vi) any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoingregulatory authorities having jurisdiction over PNC, the Lessee authorizes the Lessor Parties to disclose to Issuer, any participant Program Support Provider or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunderPurchaser.

Section Confidentiality. The Lessor Parties agree to take normal and reasonable precautions in accordance with their normal procedures and exercise due care to maintain the confidentiality of all information relating to the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was or becomes generally available to the public other than as a result of a disclosure by the Lessor Parties, or (b) was or becomes available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information (i) at the request or pursuant to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunder.

Section Confidentiality. The Lessor Parties agree Each Lender agrees to take normal use its best efforts to hold in confidence and reasonable precautions not disclose any information (other than information (i) which was publicly known or otherwise known to such Lender at the time of disclosure (except pursuant to disclosure in accordance connection with their normal procedures and exercise due care to maintain the confidentiality of all information relating to the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential by the Lessee this Agreement or the GuarantorOperative Documents), and neither the Lessor Parties nor any of their Affiliates shall use any (ii) which subsequently becomes publicly known through no act or omission by such information for any purpose Lender or in any manner (iii) which otherwise becomes known to such Lender, other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was or becomes generally available to the public other than as a result of a through disclosure by the Lessor PartiesBorrower or any Subsidiary) delivered or made available by or on behalf of the Borrower or any Subsidiary to such Lender in connection with or pursuant to this Agreement which is proprietary in nature and clearly marked, labeled or (b) was or becomes available on a non-otherwise designated as being confidential basis from a source other than the Lessee or the Guarantorinformation; provided, that nothing herein shall prevent the holder of any Note from delivering copies of any financial statements and other documents delivered to such source is not bound holder, and disclosing any other information disclosed to such holder, by a confidentiality agreement or on behalf of the Borrower or any Subsidiary in connection with either the Lessee or the Guarantor known pursuant to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information this Agreement to (i) at the request or pursuant to such holder's directors, officers, employees, agents and professional consultants, (ii) any requirement other holder of any Governmental Authority Note, (iii) any Person to which such Lessor Party is subject holder offers to sell such Note or any part thereof, (iv) any Person to which such holder sells or offers to sell a participation in connection with an examination all or any part of such Lessor Party by Note, (v) any federal or state regulatory authority having jurisdiction over such Governmental Authority includingholder, without limitation, (vi) the National Association of Insurance Commissioners and or any similar organization or (vii) any other industry regulatorsPerson to which such delivery or disclosure may be necessary or appropriate (A) in compliance with any law, rule, regulation or order applicable to such holder, (iiB) pursuant in response to any subpoena or other court legal process, (iiiC) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim litigation to which such holder is a party, provided that such Lender uses its best efforts to notify the Borrower that such information has been requested from it, or dispute involving (D) in order to implement or facilitate the Lessor Party. Notwithstanding the foregoingexercise of remedies by such holder in its capacity as such or to protect such holder's rights or interests as a holder of such Note; provided, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (eachhowever, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lesseecase of clauses (iii) and (iv) above, Zenith, the Guarantor or their respective Affiliates which has been that such Person shall have executed and delivered to the Lessor Parties pursuant Borrower a confidentiality agreement containing terms substantially similar to those set forth in this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunderSection 11.12.

Section Confidentiality. The Lessor Parties agree to take normal Each of the Lenders, each Issuing Bank and reasonable precautions each of the Agents agrees that it shall maintain in accordance with their normal procedures and exercise due care to maintain the confidentiality of all confidence any information relating to the LesseeHoldings, any Parent Entity, the Guarantor Borrower and their respective Affiliatesany Subsidiary furnished to it by or on behalf of Holdings, which has been identified as confidential by any Parent Entity, the Lessee Borrower or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner Subsidiary (other than pursuant to the terms contemplated by this Lease; except to the extent such information that (a) was or becomes has become generally available to the public other than as a result of a disclosure by the Lessor Partiessuch party, or (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was available to such Lender, such Issuing Bank or becomes available on a non-confidential basis such Agent from a source third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, any Parent Entity, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Lessee Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose such information (i) at the request or pursuant to any requirement requirements of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitationAuthority, the National Association of Insurance Commissioners and or of any other industry regulatorssecurities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (iiB) pursuant to subpoena as part of normal reporting or other court processreview procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, Inc., (iiiC) when required to do its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16) and (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"this Section 9.16), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties hereunder.

Section Confidentiality. The Lessor Parties agree to take normal Each of the Administrative Agent and reasonable precautions in accordance with their normal procedures and exercise due care the Lenders agrees to maintain the confidentiality of all information 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, (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 the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential by the Lessee this Agreement or the Guarantorenforcement of rights hereunder, and neither (f) subject to a written agreement containing provisions substantially the Lessor Parties nor same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of their Affiliates shall use any such information for any purpose its rights or in any manner other than pursuant to obligations under this Agreement, (g) with the terms contemplated by this Lease; except consent of the Borrower or (h) to the extent such information Information (ai) was or becomes generally publicly available to the public other than as a result of a disclosure by the Lessor Parties, breach of this Section or (bii) was or becomes available to the Administrative Agent or any Lender on a non-confidential nonconfidential basis from a source other than the Lessee or Borrower. For the Guarantor; providedpurposes of this Section, that such source is not bound by a confidentiality agreement with either "Information" means all information received from the Lessee or the Guarantor known Borrower relating to the Lessor Parties; and providedBorrower, furtherits Subsidiaries or their businesses, that other than any Lessor Party may disclose such information (i) 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 request or pursuant time of delivery as confidential. Any Person required to any requirement maintain the confidentiality of any Governmental Authority Information as provided in this Section shall be considered to which such Lessor Party is subject or in connection have complied with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required its obligation to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any if such Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to exercised the same extent required degree of care to maintain the Lessor Parties hereunderconfidentiality of such Information as such Person would accord to its own confidential information.

Section Confidentiality. The Lessor Parties agree Each Lender shall hold all non-public --------------- information obtained pursuant to take normal the requirements hereof which is in written, printed or other tangible form and reasonable precautions consists of Projections or which has been marked or labeled as confidential by Borrower in accordance with their normal such Lender's customary procedures for handling confidential FIRST PRIORITY LOAN AGREEMENT ----------------------------- information of this nature and exercise due care in accordance with prudent lending or investing practices, it being understood and agreed by Borrower that in any event a Lender may make disclosures to maintain Affiliates of such Lender or disclosures reasonably required by any bona fide or potential assignee, transferee or participant in connection with the confidentiality contemplated assignment, transfer or participation by such Lender of all any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in swap agreements (provided, such swap counterparties and advisors are advised of and agree to be bound by the provisions of this Section 11.17) or in connection with the enforcement of any rights or remedies hereunder or under any other Loan Document or disclosures required or requested by any governmental agency or representative thereof or by the National Association of Insurance Commissioners or as request or required pursuant to any law, rules or regulations or legal process; provided, unless specifically prohibited by applicable law or court order, each Lender shall notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non-public information relating prior to disclosure of such information; and provided further, in no event shall any Lender be obligated or required to return any materials furnished by Borrower or any of its Affiliates. Notwithstanding anything contained herein or otherwise to the Lesseecontrary, none of the Guarantor and their respective Affiliates, which has been identified Lenders shall in any event be required to hold as confidential by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was that is or becomes published or otherwise generally available to the public other than as a result of a disclosure by the Lessor Partiesin violation of this Section 11.17, (b) that was available to any Lender on a non- confidential basis prior to its disclosure to any Lender hereunder, or (bc) was or that becomes available to any Lender on a non-confidential basis from a source other than Borrower or any other Credit Party. The obligations of the Lessee Lenders under this Section 11.17 shall continue with respect to any item of non-public information for only so long as such item of non-public information has or retains a confidential or proprietary nature, but in no event beyond a period of two (2) years after the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose date on which such information (i) at the request or pursuant is provided to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties Lender hereunder.

Section Confidentiality. The Lessor Parties agree Each Lender shall hold all non-public information --------------- obtained pursuant to take normal the requirements hereof which is in written, printed or other tangible form and reasonable precautions consists of Projections or which has been marked or labeled as confidential by Borrower in accordance with their normal such Lender's customary procedures for handling confidential information of this nature and exercise due care in accordance with prudent lending or investing practices, it being understood and agreed by Borrower that in any event a Lender may make disclosures to maintain Affiliates of such Lender or disclosures reasonably required by any bona fide or potential assignee, transferee or participant in connection with the confidentiality contemplated assignment, transfer or participation by such Lender of all any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in swap agreements (provided, such swap counterparties and advisors are advised of and agree to be bound by the provisions of this Section 11.17) or in connection with the enforcement of any rights or remedies hereunder or under any other Loan Document or disclosures required or requested SECOND PRIORITY LOAN AGREEMENT ------------------------------ by any governmental agency or representative thereof or by the National Association of Insurance Commissioners or as request or required pursuant to any law, rules or regulations or legal process; provided, unless specifically prohibited by applicable law or court order, each Lender shall notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non- public information relating prior to disclosure of such information; and provided further, in no event shall any Lender be obligated or required to return any materials furnished by Borrower or any of its Affiliates. Notwithstanding anything contained herein or otherwise to the Lesseecontrary, none of the Guarantor and their respective Affiliates, which has been identified Lenders shall in any event be required to hold as confidential by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Lease; except to the extent such information (a) was that is or becomes published or otherwise generally available to the public other than as a result of a disclosure by the Lessor Partiesin violation of this Section 11.17, or (b) that was or becomes available to any Lender on a non-confidential basis prior to its disclosure to any Lender hereunder, or (c) that becomes available to any Lender on a non- confidential basis from a source other than Borrower or any other Credit Party. The obligations of the Lessee Lenders under this Section 11.17 shall continue with respect to any item of non-public information for only so long as such item of non-public information has or retains a confidential or proprietary nature, but in no event beyond a period of two (2) years after the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Party may disclose date on which such information (i) at the request or pursuant is provided to any requirement of any Governmental Authority to which such Lessor Party is subject or in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to subpoena or other court process, (iii) when required to do so in accordance with the provisions of any Applicable Law, (iv) to each Lessor Party's independent auditors and other professional advisors and (v) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep such information confidential to the same extent required of the Lessor Parties Lender hereunder.

Section Confidentiality. The Lessor Parties agree to take normal Each of Agent, Co-Agent, Managing Agent and reasonable precautions in accordance with their normal procedures each Bank (each a "Confidentiality Party") agrees that all documentation and exercise due care to maintain the confidentiality of all other information relating to the Lessee, the Guarantor and their respective Affiliates, which has been identified as confidential made available by the Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any Borrower to such information for any purpose or in any manner other than pursuant to parties under the terms contemplated by of this Lease; Agreement shall (except to the extent required by legal or governmental process or otherwise by law, or if requested by any duly constituted state or federal bank regulatory agency, or if such documentation and other information (ais publicly available or hereafter becomes publicly available other than by action of such Confidentiality Party, or was theretofore known to such party independent of any disclosure thereto by the Borrower) was or becomes generally available be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the public other than as a result of a disclosure by the Lessor Parties, or Borrower; provided that (bi) was or becomes available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by a confidentiality agreement with either the Lessee or the Guarantor known to the Lessor Parties; and provided, further, that any Lessor Confidentiality Party may disclose such documentation and other information (i) at the request or pursuant to any requirement of any Governmental Authority other bank to which such Lessor Confidentiality Party is subject sells or proposes to sell a participation in connection with an examination its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant Borrower to subpoena or other court process, (iii) when required to do so in accordance comply with the provisions of this Section; (ii) such Confidentiality Party may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Loans to any Applicable Lawpurchaser or potential purchaser of such party's interest in any Loan, (iv) to each Lessor Party's independent auditors and other professional advisors and (viii) to any Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to Confidentiality Party may disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such financial documentation and other information in the Lessor Parties' possession concerning the Lesseeto any officer, Zenithdirector, the Guarantor agent, employee, attorney or their respective Affiliates which has been delivered other advisor of such party, with a need to the Lessor Parties pursuant to this Lease or the Participation Agreement; provided, that unless otherwise agreed by the Lessee or the Guarantor, as applicable, the Transferee agrees in writing to such Lessor Parties to keep know such information confidential for the purpose of administering this agreement, so long as such individual is obligated to comply with the same extent required provisions of the Lessor Parties hereunder.this Section. K.