Common use of Treatment of Certain Information; Confidentiality Clause in Contracts

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,

Appears in 4 contracts

Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

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Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the L/C Issuers Issuer and the Lenders agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) to the extent reasonably required, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Borrowers Loan Parties under the Loan Documents; (g) with the consent of the Company; 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 any Agent, the L/C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that to the extent permitted by applicable law or regulation, each of the Agents and their obligationsLenders agrees to notify the Company prior to (if reasonably practicable) or concurrently with its disclosure of such information to any third party pursuant to clauses (b), (viic) on a confidential basis to and (A) any ratings agency in connection with rating Holdingsf). In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Agreement and public information about this Agreement to market data collectors, similar agency service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other market identifiers than any such information that is available to any Agent, the L/C Issuer, or any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of any information received from a Loan Party after the date hereof (other than in connection with respect Section 6.03, all of which is acknowledged to constitute “Information” regardless of any marking as confidential), such information is clearly identified at the credit facilities time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided hereunder,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. Each of the Agents and each of the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Revolving Credit Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) with the same degree of care that it uses to protect its own confidential information and to not use the Information for any purpose except in connection with the Loan Documents and the transactions contemplated hereby, except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who have a need to know such information to facilitate the exercise of the rights granted and the fulfillment of the obligations imposed by the Loan Documents (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Revolving Credit Lender pursuant to Section 2.13(c), or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (vii) on a confidential basis with the consent of the Borrower Representative or (viii) to the extent such Information (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the CUSIP Service Bureau Administrative Agent, any Revolving Credit Lender, any L/C Issuer or any similar agency in connection with the issuance and monitoring of CUSIP numbers or their respective Affiliates on a nonconfidential basis from a source other market identifiers with respect to the credit facilities provided hereunder,than any Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates, its Related Parties and the Related Parties of its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, upon the request or demand of any Governmental Authority, in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or if requested or required to do so in connection with any litigation or similar proceeding (in which case such disclosing Person shall promptly notify the Administrative AgentBorrower, such L/C Issuer or such Lenderin advance, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to permitted by applicable laws or regulations and not prohibited by such disclosuresubpoena, legal process, court order or Governmental Authority); (ivd) to any other party hereto; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or Bank Services Agreement or FX Contracts or any action or proceeding relating to this Agreement or any other Loan Document or Bank Services Agreement or FX Contracts or the enforcement of rights hereunder or thereunder, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder; (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Facilities or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities Facilities; (h) with the consent of the Borrower; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. This provision shall apply for one year after the Discharge of Obligations. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) 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 hereunder,to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Appears in 3 contracts

Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by by, or required to be disclosed to, any rating agency, or regulatory or similar authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder under this Agreement or under any other Loan Document or under any Secured Hedge or Secured Cash Management Agreement or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedging Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credit Facility or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities Credit Facility; (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their Respective Affiliates on a nonconfidential basis from a source other than the Borrower or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party; provided hereunder,that, in the case of information received from a Credit Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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.

Appears in 3 contracts

Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (viii) with the consent of the Parent Borrower or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 10.07 or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis (to their knowledge) from a source other than the Borrowers. For purposes of this Section 10.07, “Information” means all information received from Holdings or any of its Subsidiaries relating to any of them or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries; provided that, in the case of information received from Holdings or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential or delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 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, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense. 176 Each of the Administrative Agent, L/C Issuer and the Lenders acknowledges that (i) the Information may include MNPI concerning Holdings, the Borrowers or one or more Subsidiaries, as the case may be, (ii) it has developed compliance procedures regarding the use of MNPI and (iii) it will handle such MNPI in accordance with applicable Requirements of Law, including federal and state securities Requirements of Law.

Appears in 3 contracts

Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or 2.17(d) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Appears in 3 contracts

Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, insurance brokers, insurers, reinsurers and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed are subject to keep such customary confidentiality obligations of professional practice or agree to treat the Information as confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) ), in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Company, to the extent legally permissible but practicable and lawfully permitted to do so, (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts (to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Company, to the extent permitted) practicable and lawfully permitted to notify the Parent Borrower prior to such disclosure; do so, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (i) on a confidential basis to (A) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (B) hereunder. In addition, the CUSIP Service Bureau or any Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry and service providers to the Agents and the Lenders in connection with the issuance administration of this Agreement, the other Loan Documents, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Commitments.

Appears in 3 contracts

Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , provided that each of the Agents, Lenders and L/C Issuers shall be liable for any breach of this Section 11.07 by its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives, (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case ); provided that, except with respect to any audit or examination conducted by bank or other applicable financial accountants or any governmental bank or other applicable financial authority exercising examination or regulatory approval, each of the Administrative AgentAgents, Lenders and L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to inform the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower promptly thereof prior to such disclosure; , (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that, except with respect to any audit or examination conducted by bank or other applicable financial accountants or any governmental bank or other applicable financial authority exercising examination or regulatory approval, each of the Administrative AgentAgents, such Lenders and L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to inform the extent permitted) to notify the Parent Borrower promptly thereof prior to such disclosure; , (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a subject to each such Person being informed of the confidential basis nature of the Information and to their agreement to keep such Information confidential, to (Ai) any ratings agency an investor or prospective investor in connection with rating Holdingssecurities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, the Borrowers (ii) a trustee, collateral manager, servicer, backup servicer, noteholder or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency secured party in securities issued by an Approved Fund in connection with the issuance administration, servicing and monitoring reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iii) a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued in respect of CUSIP numbers securities issued by an Approved Fund, (h) with the consent of the Borrower or other market identifiers with respect (i) to the credit facilities extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to any Agent, Lender, L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Affiliates; provided hereunder,that no disclosure shall be made to any Disqualified Institution. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Lead Arrangers, Agents and the Lenders in connection with the administration of this Agreement, the other Credit Documents, the Loans and the Commitments.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Senior Facility Agent, the L/C Issuers Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks, and the Senior Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, insurers and representatives (it being understood that provided that, the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Information and instructed to keep such Information confidential); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it or to any Federal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 11.04(e) (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureAssignments); (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Financing Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.17, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrower or

Appears in 3 contracts

Samples: Reimbursement Agreement (Cheniere Energy, Inc.), Reimbursement Agreement (Sabine Pass Liquefaction, LLC), Reimbursement Agreement (Cheniere Energy Partners, L.P.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives actively involved in the origination, syndication, closing, administration or enforcement of the Loans, (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in connection with an examination of such Person by any such authority or at the request of any self-regulated body, (c) at the express direction of any other governmental authority, with jurisdiction over the Administrative Agent and/or the Lenders, of any State of the United States of America or of any other jurisdiction in which case the Administrative Agentsuch Person conducts its business, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiid) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) to such Person’s independent auditors, attorneys, agents and other professional advisors, (g) to bank trade publications, such customary information to consist of the name of the Borrower, size, tenor and type of facility, and the identity of titled banks, (h) to any other party hereto, (i) subject to an agreement containing provisions substantially the same or at least as restrictive as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their obligationsits obligations hereunder, (viij) with the consent of Borrower or (k) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Administrative Agent, any Lender or any of their respective Affiliates on a confidential nonconfidential basis to (A) from a source other than Borrower provided that the source of such information was not at the time known by Administrative Agent, any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Lender or any similar agency in connection with the issuance and monitoring of CUSIP numbers their respective Affiliates to be bound by a confidentiality agreement or other market identifiers legal or contractual obligation of confidentiality with respect to such Information. For purposes of this Section, “Information” means all information received from any Company relating to any Company or any of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Company, provided that in the credit facilities case of information received from any Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided hereunder,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. Each of Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Term Loan Agreement (American Realty Capital Trust, Inc.), Term Loan Agreement (American Realty Capital Trust, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed will agree to be obligated to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityauthority purporting to have jurisdiction over it, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case process, provided that the Administrative Agent, such L/C Issuer Agent or such the Lender, as applicablethe case may be, shall use reasonable efforts (to disclose only the extent permitted) to information required by such request and shall notify the Parent Borrower prior to Company in advance of such disclosure; disclosure so that the Company may seek an appropriate protective order, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement in writing containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.12(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their its obligations, (viig) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Company.

Appears in 2 contracts

Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by by, or required to be disclosed to, any rating agency, or regulatory or similar authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement or Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund; (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder Credit Facility or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities Credit Facility; (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) 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, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Credit Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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.

Appears in 2 contracts

Samples: Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Kronos Worldwide Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders (each a “Lender Party”) agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors legal counsel, independent auditors, professionals and other representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made (i) Representatives will be informed of the confidential nature of such Information and instructed to keep such Information confidential); confidential and (ii) a party making such Information available to its Affiliates and its and their respective officers, directors and employees agrees to be responsible for any breach of this paragraph that results from the actions or omissions of such Affiliates, officers, directors and employees), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena legal process, subpoena, judicial or administrative proceeding or similar legal process in which case the Administrative Agentcompulsory process, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to provided each Lender Party agrees that it will notify the Parent Borrower prior to as soon as practical in the event of any such disclosure; disclosure by such Lender Party (ivother than at the request of a regulatory authority), unless such notification shall be prohibited by applicable Law or legal process, (d) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(d) or 2.17(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder Borrower or (Bi) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,ratings agencies.

Appears in 2 contracts

Samples: Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) after notice thereof to the Borrower, if practicable and allowed under the circumstances and unless if in connection with routine audits or reviews by any regulatory or self-regulatory authority, to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) after notice thereof to the extent legally permissible but (y) not in Borrower, if practicable and allowed under the case of any such requests which are part ofcircumstances, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; hereto or in connection with any pledge or assignment permitted under Section 10.06(f), (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) 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, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Wendy's/Arby's Group, Inc.), Credit Agreement (Wendy's Co)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees Issuer agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case (except that the parties agree to the extent permitted that they will not disclose information of the kind described by s275(1) of the PPSA except as permitted by any other provision of this clause or required by another law or regulation); provided that the Administrative Agent, such the Lenders and the L/C Issuer or such Lenderwill, as applicable, shall use reasonable efforts (to the extent permitted) practicable, promptly provide Holdings with an opportunity to notify seek a protective order or other measure ensuring confidential treatment of the Parent Borrower prior to such disclosure; Information, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender (Bit being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) with the consent of Holdings or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis to (A) from a source other than Holdings or any ratings agency in connection with rating Holdings, of its Subsidiaries other than as a result of a breach of a confidentiality agreement or fiduciary duty of which the Borrowers or their Subsidiaries Administrative Agent or the credit facilities provided hereunder applicable Lender or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,L/C Issuer has actual knowledge.

Appears in 2 contracts

Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Applicable Laws or regulations or by in any subpoena legal, judicial, administrative or similar legal process in which case the Administrative Agentother compulsory proceeding, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder under this Agreement or under any other Loan Document Document, or any action or proceeding relating to this Agreement or any other Loan Document Document, or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.10, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viiiii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding Holdings and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating HoldingsParent, the Borrowers Holdings or their its Subsidiaries or the credit facilities provided hereunder Term Facility or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities Term Facility, (h) with the consent of the Borrower, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.10 or (ii) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section 10.10, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided hereunder,that, in the case of information received from a Credit Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.10 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 anything to the contrary in this Agreement, the Administrative Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of the Borrower or the Credit Parties and the Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Administrative Agent.

Appears in 2 contracts

Samples: Assignment and Assumption (Turning Point Brands, Inc.), Assignment and Assumption (Turning Point Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agentcase, such L/C Issuer or such LenderPerson shall, as applicable, shall use reasonable efforts (to the extent permitted) to notify reasonably practicable and not prohibited by law, inform the Parent Borrower prior to such disclosure; promptly in advance thereof, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.19(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider, in each case, relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their Subsidiaries any other Subsidiary of the Parent or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) subject to an agreement containing provisions substantially the same as those of this Section, to third-party service providers of the Lenders in connection with the credit facilities provided hereunder, (i) with the consent of the Parent or the Borrower or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section actually known to or caused by the disclosing party or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Parent or the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Invesco Ltd.), Credit Agreement (Invesco Ltd.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors trustees and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process (provided, unless prohibited by applicable law in which case the Administrative opinion of its counsel or court order, such Agent, such L/C Issuer Lender or such LenderIssuing Bank, as applicable, shall use make reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to of any such disclosure; requirement or subpoena), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an this Section 10.12 or a written agreement containing provisions substantially the same as those of this Section 10.0710.12 or a written confirmation of the same, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and purpose of obtaining a credit rating applicable to any Lender or (g) with the written consent of Borrower. For purposes of this Section, “Information” means all information concerning Holdings or any of its Subsidiaries or any of its direct or indirect shareholders, or any of their obligationsrespective employees, directors or Affiliates (viiincluding, without limitation, the Permitted Holders) received by any Agent, the Issuing Bank or any Lender on a confidential basis from Borrower or any other person under or pursuant to (A) this Agreement or any ratings agency other Loan Document, including, without limitation, financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of Borrower or any other person on a confidential basis in connection with rating Holdingsthis Agreement and the Loan Documents, but does not include any such information that (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 10.12 or (ii) was acquired or becomes available to any Agent, the Borrowers Issuing Bank or any Lender on a nonconfidential basis from a source other than Borrower or any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including, without limitation, the credit facilities provided hereunder or (BPermitted Holders) the CUSIP Service Bureau or any similar agency of their respective agents or representatives. Any person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such person would accord to its own confidential information.

Appears in 2 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuer, Swing Line Lender and the Lenders Lender agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) to the extent reasonably required, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Borrowers Loan Parties under the Loan Documents; (g) with the consent of the Company; 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 Agent, the L/C Issuer, any Swing Line Lender, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that to the extent permitted by applicable law or regulation, the Agent, the L/C Issuer and their obligationsthe Lenders (including the Swing Line Lenders) agree to notify the Company prior to (if reasonably practicable) or concurrently with its disclosure of such information to any third party pursuant to clauses (b) (other than in the case of routine bank examinations), (viic) on a confidential basis to and (A) any ratings agency in connection with rating Holdingsf). In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Agreement and public information about this Agreement to market data collectors, similar agency service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other market identifiers with respect than any such information that is available to the credit facilities Agent, the L/C Issuer, any Swing Line Lender or any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by any Loan Party; provided hereunder,that, in the case of any information received from a Loan Party after the date hereof (other than in connection with Section 6.03, all of which is acknowledged to constitute “Information” regardless of any marking as confidential), such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. The Agent, the L/C Issuer and each of the Lenders (including the Swing Line Lenders) acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives for the sole purpose of exercising such Agents’ or Lenders’ rights or performing such Agents’ or Lenders’ obligations under the Finance Documents (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); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer Commissioners or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureother similar organization); (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.17, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of each Loan Party; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.17 or (ii) becomes available to any Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Party received by it from such Lender). In addition, with the prior written consent of the Borrowers (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, any Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Financing Documents, the Commitments and a Borrowing. For the purposes of this Section 11.17, “Information” means written information that any Loan Party furnishes to any Agent or other market identifiers Lender after the date hereof (and designated at the time of delivery thereof in writing as confidential) pursuant to or in connection with respect any Financing Document, relating to the credit facilities assets and business of any Loan Party, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by such Agent or Lender of its obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other than the Loan Party that is not, to the knowledge of such Agent or Lender, acting in violation of a confidentiality obligation with the Borrowers or (iii) is independently compiled by any Agent or Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.17 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.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Republic Services, Inc.), Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) ), in which case each of the Administrative Agent, the Lenders and the L/C Issuer or Issuers agrees to inform the Borrower promptly thereof prior to such Lender, as applicable, shall use reasonable efforts ((x) disclosure to the extent legally permissible but not prohibited by law, rule or regulation, as applicable (yexcept with respect to any audit or examination conducted by bank accountants or any governmental or regulatory authority exercising examination or regulatory authority over the Administrative Agent, such Lender or such L/C Issuer) not in and to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment, (c) pursuant to the case order of any such requests which are part ofcourt or administrative agency or in any pending legal or administrative proceeding, or arise out of, normal reporting otherwise as required by applicable law or review procedures to, compulsory legal process or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case each of the Administrative Agent, the Lenders and the L/C Issuers agrees to inform the Borrower promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation, as applicable (except with respect to any audit or examination conducted by bank accountants or any governmental or regulatory authority exercising examination or regulatory authority over the Administrative Agent, such Lender or such L/C Issuer or such Lender, as applicable, shall Issuer) and to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment, (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Restricted Subsidiaries or the credit facilities provided hereunder any Facility or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to any Facility or (i) to the credit facilities extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (z) is independently developed by the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates without reliance on any confidential Information of the Borrower and its Subsidiaries. In addition, each of the Administrative Agent, the Lenders and the L/C Issuers may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, the Lenders and the L/C Issuers in connection with the administration of this Agreement, the other Loan Documents and the Credit Extensions. Any Person required to maintain the confidentiality of Information as provided hereunder,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. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include MNPI concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of MNPI and (c) it will handle such MNPI in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Turning Point Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Class Investors and the Lenders Class Agents agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process, (d) among the Administrative AgentAgent and the Bank Investors only, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (and in respect of Information relating to the extent permitted) Collection Agent’s servicing hereunder and the Receivables (including information relating to notify the Parent Borrower prior to such disclosure; (iv) defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to any other party hereto; , (ve) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), in connection with the exercise of any remedies hereunder or under any other Loan Transaction Document or any action or proceeding relating to this Agreement or any other Loan Transaction Document or the enforcement of rights hereunder or thereunder, (vif) solely in respect of Information relating to the Collection Agent’s servicing hereunder and the Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (Bii) any actual potential Bank Investor, any related commercial paper issuer that finances a Class Conduit, any related Liquidity Provider or prospective counterparty any related Credit Support Provider in relation to this Agreement, (or its advisorsg) to any swap or derivative transaction solely in respect of Information relating to the Borrowers Collection Agent’s servicing hereunder and their obligationsthe Receivables (including information relating to defaults, delinquencies, collection, payment and/or liquidation rates and concentrations), to any nationally recognized rating agency rating any Class Conduit’s Commercial Paper, (viih) with the consent of the Collection Agent or the Transferor or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Class Investor, Class Agent or any of their respective Affiliates on a nonconfidential basis from a source other than the Collection Agent or the Transferor. For purposes of this Section, “Information” means all information received from the Collection Agent or the Transferor relating to the Collection Agent or the Transferor or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Class Investor or Class Agent on a nonconfidential basis prior to disclosure by the Collection Agent or the Transferor, provided that, in the case of information received from the Collection Agent or the Transferor after the date of Amendment Number 10 to this Agreement, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Each of the Administrative Agent, the Borrowers or their Subsidiaries Class Investors and the Class Agents acknowledges that (a) the Information may include material non-public information concerning the Collection Agent or the credit facilities provided hereunder or Transferor, as the case may be, (Bb) it has developed compliance procedures regarding the CUSIP Service Bureau or any similar agency use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 2 contracts

Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain in accordance with its customary procedures for maintaining confidential information the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and the L/C Issuer and to it and its, its Affiliates’ and L/C Issuer’s respective partners, investors, lenders, directors, officers, employees, agents, trusteesadvisors, advisors attorneys and representatives on a need to know basis in connection with the transactions hereunder (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); , (iib) on a confidential basis, to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agentand any Rating Agency, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process or demanded by any Governmental Authority (including, without limitation, in which case the connection with filings, submissions and any other similar documentation required or customary to comply with Securities and Exchange Commission filing requirements), provided, that unless specifically prohibited by applicable Law or court order, each of Administrative Agent, such the Lenders and the L/C Issuer or such Lender, as applicable, Issuers shall use make reasonable efforts (to the extent permitted) to notify the Parent 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 Lender by such Governmental Authority) for disclosure of any Information prior to disclosure of such disclosure; Information, (iv) to any other party hereto; (vd) in connection with the exercise of of, or preparing to exercise, any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of of, or preparing to enforce, rights hereunder or thereunder, (vie) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligationsBorrower, (viif) with the consent of Borrower, (g) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Administrative Agent, any Lender or L/C Issuer, on a non-confidential basis from a source other than the Loan Parties or any of their respective Affiliates or representatives, (h) to the extent necessary or customary for inclusion in league table measurements or in any tombstone, (i) on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau National Association of Insurance Commissioners or any similar agency organization, any examiner or any Rating Agency, (j) to a Person that is an investor or prospective investor in a securitization or other financing, separate account or commingled fund so long as such investor or prospective investor agrees that its access to Information regarding the Loan Parties and the Loans and Commitments is solely for purposes of evaluating an investment in such securitization or other financing, separate account or commingled fund and who agrees to treat such Information as confidential, (k) to a Person that is a trustee, collateral agent, collateral manager, servicer, noteholder, equity holder or secured party in a securitization in connection with the issuance administration, servicing and monitoring of CUSIP numbers evaluation of, and reporting on, the assets serving as collateral for such securitization and who agrees (along with any investors in any such securitization) to treat such Information as confidential or other market identifiers with respect (l) otherwise to the credit facilities provided hereunder,extent consisting of general portfolio information that does not identify borrowers.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Lenders, the Swingline Lenders and the Issuing Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) and shall not use such Information, without the prior written consent of the Company, for any purpose or in any manner other than pursuant to the terms and for the purposes contemplated by this Agreement, except that Information may be disclosed: disclosed (i) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; , (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.10, to (A) any assignee Assignee of or Participant in, or any prospective assignee Assignee of or Participant in, any of its rights or obligations under this Agreement or any Additional Lender invited to be a Lender pursuant to Section 2.20; provided that such Assignee, Participant or prospective Assignee or Participant agrees in writing to keep such information confidential to the same extent required by the Lenders party to this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their its obligations, in each case who agree to be bound by the terms of this Section 11.10 (or language substantially similar to this Section 11.10), (vii) with the consent of the Company or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) that is provided to the Administrative Agent, such Lender, such Swingline Lender or such Issuing Lender or any of their respective Affiliates by a Person other than the Company not in violation, to the actual knowledge of the Administrative Agent, such Lender, Swingline Lender, Issuing Lender or Affiliate, of any duty of confidentiality. For purposes of this Section, “Information” means all information received from or on a confidential basis behalf of the Company or any Subsidiary relating to (A) the Company or any ratings agency in connection with rating HoldingsSubsidiary or any of their respective businesses, the Borrowers or their Subsidiaries this Agreement or the credit facilities transactions contemplated hereby. Any Person required to maintain the confidentiality of Information as provided hereunder or (B) in this Section shall be considered to have complied with its obligation to do so if such Person has taken normal and reasonable precautions maintain the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring confidentiality of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,such Information.

Appears in 2 contracts

Samples: Credit Agreement (Linde PLC), Credit Agreement (Linde PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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); ) in connection with the transactions contemplated or permitted hereby, (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Applicable Laws or regulations or by any subpoena or similar legal process in which case process; provided that unless specifically prohibited by Applicable Law or court order, each Lender and the Administrative Agent, such L/C Issuer or such Lender, as applicable, Agent shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower prior to of any such disclosure; , (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower (except to the extent that such Information was available to the Administrative Agent, any Lender or any of their Affiliates as a result of Administrative Agent’s, any Lender’s or their Affiliates’ ownership interests in the Business or the Borrower). For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, 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 or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Notwithstanding the foregoing, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) the CUSIP Service Bureau or Lenders agree not to disclose any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect Information to the credit facilities provided hereunder,a Prohibited Lender.

Appears in 2 contracts

Samples: Loan Agreement (Fifth Third Bancorp), Loan Agreement (Fifth Third Bancorp)

Treatment of Certain Information; Confidentiality. Each of Bank, the Administrative Agent, the L/C Issuers Collateral Agent, the Issuer and the Lenders agrees to maintain the confidentiality Arrangers agree (on behalf of the Information, except that Information (as defined below) may be disclosed: (i) to itself and each of its Affiliates and to it and its Affiliates’ respective partnersaffiliates, directors, officers, employees, agents, trustees, advisors employees and representatives (representatives) to keep confidential any non-public information supplied to it being understood by the Borrower pursuant to this Agreement that the Persons Borrower identifies to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authorityBank, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C the Collateral Agent, the Issuer or such Lender, the Arrangers (as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case may be) as confidential at the time Borrower so supplies such information, provided, that nothing herein shall limit the disclosure of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; information (iiii) to the extent required by applicable Laws statute, rule, regulation or regulations or by judicial process, (ii) to counsel for any subpoena or similar legal process in which case of the Banks, the Administrative Agent, such L/C the Collateral Agent, the Issuer or such Lenderthe Arrangers, as applicable, shall use reasonable efforts (to the extent permittediii) to notify the Parent Borrower prior to such disclosure; bank examiners, auditors or accountants, (iv) to the Issuer, the Arrangers, the Administrative Agent, the Collateral Agent or any other party hereto; Bank, (v) in connection with any summons or subpoena to which any one or more of the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document Banks, the Issuer, the Arrangers, the Administrative Agent or the enforcement of rights hereunder or thereunderCollateral Agent is a party, (vi) subject to a subsidiary or affiliate of such Person, or (vii) to any assignee or participant (or prospective assignee or participant) so long as such subsidiary, affiliate, assignee or participant (or prospective assignee or participant), as the case may be, first executes and delivers to the Borrower, an agreement containing provisions substantially identical to those contained in this Section 10.15; and provided further, that in no event shall any Bank, the same as those Issuer, the Arrangers, the Administrative Agent or the Collateral Agent be obligated or required to return any materials furnished to it by the Borrower, unless in violation of this Section 10.0710.15, each Bank agrees that it will use its reasonable efforts to (A) advise the Borrower as soon as practicable, of any assignee disclosure of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency information in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bv) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,above.

Appears in 2 contracts

Samples: Credit Agreement (Magnum Hunter Resources Inc), Credit Agreement (Magnum Hunter Resources Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and each L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “Representatives”) (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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, Agent or such Lender or L/C Issuer or such LenderIssuer, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent U.S. Borrower prior to such disclosure; disclosure to the extent practicable and legally permitted to do so), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their Representatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), or any prospective assignee of or Participant inin (or their Representatives, 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers Parent or Borrower and their respective obligations, (viih) with the consent of the U.S. Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) from a source other than a Borrower. For purposes of this Section, “Information” means all information received from any ratings agency in connection with rating Holdings, the Borrowers Borrower or any of their Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the credit facilities provided hereunder or (B) the CUSIP Service Bureau L/C Issuer on a nonconfidential basis prior to disclosure by such Borrower or any similar agency of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 2 contracts

Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureit; (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.18, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to the Borrowers Obligations or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of any Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.18 or (ii) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers; (i) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Borrowers received by it from such Lender). In addition, any Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Financing Documents, the Commitments, and the Funding. For the purposes of this Section 11.18, “Information” means written information that any Borrower furnishes to any Agent or other market identifiers Lender after the Closing Date (and designated at the time of delivery thereof in writing as confidential) pursuant to or in connection with respect any Financing Document, relating to the credit facilities assets and business of such Borrower, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by such Agent or Lender of its obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other than the Borrowers that is not, to the knowledge of such Agent or Lender, acting in violation of a confidentiality obligation with such Borrower or (iii) is independently compiled by any Agent or Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.18 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.

Appears in 2 contracts

Samples: Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Pacific Ethanol, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) on a confidential and need-to-know basis to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives who need to know such information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed will be subject to keep such Information confidentialcustomary confidentiality obligations of professional practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this Section 10.07 (or language substantially similar to this Section 10.07); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case the Administrative Agentsuch Person, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but permitted by law, shall inform the Borrower promptly), (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or by applicable Laws laws (including for purposes of establishing a “due diligence” defense) or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, shall inform the Parent Borrower prior to such disclosure; promptly), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this Agreement or any Additional Lender or any potential Additional Lender or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) 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, (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder Borrower or (Biii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,is independently developed by such Person.

Appears in 2 contracts

Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) ); provided that to the extent legally permissible but (y) not in practicable and permitted by applicable law, the case party requested to disclose the Information will provide prompt written notice of any such requests which are part ofrequest to Borrower, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) will allow Borrower a reasonable opportunity to notify the Parent Borrower seek appropriate protective measures prior to such disclosure; , and will disclose the minimum amount of Information required by law, (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or bona fide prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and their obligationspurpose of obtaining a credit rating applicable to any Lender, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder prior consent of Borrower or (Bh) to the CUSIP Service Bureau extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,their respective Affiliates on a

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in any legal, judicial, administrative proceeding or in accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as required by applicable law or regulations (in which case the Administrative Agent, L/C Issuer Agent or such Lender, as applicable, Lender shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; (iii) , to the extent required permitted by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentlaw), such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Loans or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries.

Appears in 2 contracts

Samples: Assignment and Assumption (PayPal Holdings, Inc.), Credit and Guarantee Agreement (PayPal Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that such disclosures will be made solely on a need to know basis and 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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c), (Bg) any actual with the consent of the Borrower or prospective counterparty (or its advisorsh) to any swap the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or derivative transaction relating (y) becomes available to the Borrowers and Administrative Agent, any Lender, the L/C Issuer or any of their obligations, (vii) respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect Borrower. The Administrative Agent agrees to the credit facilities provided hereunder,extent commercially reasonable, to provide the Borrower with prior notice of any disclosures required of the Administrative Agent under Section 10.07(c).

Appears in 2 contracts

Samples: Credit Agreement (Panera Bread Co), Credit Agreement (Panera Bread Co)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders The Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it it, (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their its obligations, (viig) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender or any of its Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdingsfrom a source other than the Company. For purposes of this Section, “Information” means all information received from the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect Subsidiary relating to the credit facilities Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by the Company or any Subsidiary; provided hereunder,that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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.

Appears in 2 contracts

Samples: Credit Agreement (Metal Management Inc), Credit Agreement (Sims Metal Management LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder (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), (i) 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, any Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the Borrower or any of its Affiliates, which source is not to (A) the knowledge of the Administrative Agent, any ratings agency in connection with rating HoldingsLender, the Borrowers or their Subsidiaries or Swingline Lender, the credit facilities provided hereunder or (B) the CUSIP Service Bureau L/C Issuer or any similar agency of their respective Affiliates in connection with breach of any confidentiality obligations owing to the issuance and monitoring Borrower or any of CUSIP numbers or other market identifiers its Affiliates with respect to such Information, or (j) to the credit facilities provided hereunder,extent needed to obtain a Committee on Uniform Securities Identification Procedures (CUSIP) number.

Appears in 2 contracts

Samples: Credit Agreement (Antero Resources Midstream LLC), Option Agreement and Permanent Easement Agreement (Antero Midstream Partners LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (such Person or its Related Parties, including any self-regulatory authority, such as the National Association of Insurance Commissioners) Commissioners (in which case the such Administrative AgentAgent or Lender shall (i) except with respect to any audit or examination conducted by bank accountants or any Governmental Authority exercising examination or regulatory authority, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part ofpermitted by Law, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) endeavor to notify the Parent Borrower prior promptly in advance thereof, and in any event, as soon as practical and (ii) use commercially reasonable efforts to ensure that any such disclosure; Information so disclosed is accorded confidential treatment), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the such Administrative Agent, such L/C Issuer Agent or such Lender, as applicable, Lender shall use reasonable efforts (i) to the extent permittedpermitted by Law, endeavor to inform the Borrower promptly in advance thereof, and in any event, as soon as practical and (ii) use commercially reasonable efforts to notify the Parent Borrower prior to ensure that any such disclosure; Information so disclosed is accorded confidential treatment), (ivd) to any other party hereto; , (ve) to the extent reasonably necessary or advisable, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder (viiit being understood that the Disqualified Institution List may be disclosed to any assignee or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement in reliance on this clause (f)), (g) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries Borrower or the credit facilities provided hereunder (provided that any such disclosure shall be made in consultation with the Borrower) or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (j) to data service providers, including league table providers, that serve the lending industry.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Citrix Systems Inc), Term Loan Credit Agreement (Citrix Systems Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of of, and not disclose to any Person, the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed are subject to keep such customary confidentiality obligations of professional practice or agree to treat the Information as confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) ), in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent legally permissible but practicable and lawfully permitted to do so, (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts (to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent permitted) practicable and lawfully permitted to notify the Parent Borrower prior to such disclosure; do so, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13 or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) 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, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not, to such Person’s knowledge, in breach of contractual or fiduciary confidentiality obligations owing to the Borrower or any of its Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Ciena Corp), Credit Agreement (Ciena Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Swap Contract relating to Loans outstanding under this Agreement (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as (or at least as restrictive as) those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Parent or their any of its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company, (i) to any actual or prospective credit insurance provider relating to the Borrowers and their obligations, or (j) 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, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company.

Appears in 2 contracts

Samples: Credit Agreement (Fleetcor Technologies Inc), Credit Agreement (Fleetcor Technologies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its Related Parties who are engaged in evaluating, approving, structuring or administering this Agreement and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives the transactions contemplated hereby (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.18(c) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers applicable Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, 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 or any Subsidiary thereof. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Equifax Inc), Term Loan Credit Agreement (Equifax Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders (a) The Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (i) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process, (provided that the Administrative AgentLender shall exercise commercially reasonable efforts, such L/C Issuer unless prohibited by applicable law, order or such Lenderrequest of a Governmental Authority, as applicable, shall use reasonable efforts (to provide prompt prior written notice thereof to the extent permitted) Borrower to notify enable the Parent Borrower prior to seek a protective order or otherwise prevent such disclosure; ), (iv) to any other party hereto; , (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender or any of its Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Varian Medical Systems Inc), Credit Agreement (Varian Medical Systems Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Canadian Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives representatives, (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such L/C Issuer the Canadian Agent or such Lender, as applicableunless prohibited by any Law, shall use reasonable efforts to notify the U.S. Borrower in advance of any disclosure pursuant to this clause (c) but only to the extent permitted) reasonably practicable under the circumstances and on the understanding that neither the Administrative Agent, the Canadian Agent nor any Lender shall incur any liability for failure to notify the Parent Borrower prior to give such disclosure; notice, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any pledgee pursuant to Section 10.06(f), any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap Swap Contract with the U.S. Borrower or derivative transaction relating any Subsidiary, (g) with the consent of the U.S. Borrower or (h) to the Borrowers and extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Canadian Agent, any Lender, any L/C Issuer or any of their obligations, (vii) respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,U.S. Borrower.

Appears in 1 contract

Samples: Credit Agreement (Carters Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (provided, that in which case the event of any such disclosure under this clause (c), the Administrative Agent, such L/C Issuer Agent or such Lender, as applicablethe case may be, shall agrees to use commercially reasonable efforts (to inform the Borrower of such disclosure BACK to the extent permitted) to notify the Parent Borrower prior to such disclosure; not prohibited by Law), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) 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, any Lender or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the Borrower (other than through a Person whom the Administrative Agent or such Lenxxx xxtually knows to (A) any ratings agency be acting in connection with rating Holdings, violation of his or its obligations to the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Borrower or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Loan Party).

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral AgentsAgent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to its Affiliates and to its Affiliates' partners, directors, officers, employees, agents, advisors and representatives (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) in connection with the transactions contemplated hereby or otherwise with the consent of the Borrower Agent, (c) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiid) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent(provided that, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) permitted thereby and practicable, prompt written notice of such disclosure will be provided to notify the Parent Borrower prior to such disclosure; Specified U.S. Borrower), (ive) to any other party hereto; , (vf) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vig) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual 167 or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their obligationsits obligations or (iii) any of its Affiliates that is an actual or prospective provider of cash management services to any Borrower or any Borrower's Subsidiaries (including with respect to treasury, depository, overdraft, credit and debit card, electronic funds transfer and other cash management arrangements), (viih) with the consent of the applicable Borrower or (i) 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, anythe Collateral Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than a Borrower or a Person known by the Administrative Agent, suchthe Collateral Agent, such Lender, such L/C Issuer or any of their respective Affiliates to (A) any ratings agency in connection be bound by a confidentiality agreement with rating Holdingsa Borrower. In addition, the Borrowers or their Subsidiaries or Administrative Agent, eachthe Collateral Agent, eachthe Bookrunner and each Lender may disclose the credit facilities provided hereunder or (B) existence of this Agreement and the CUSIP Service Bureau or any information about this Agreement to market data collectors, similar agency service providers to the lending industry, and service providers in connection with the issuance administration and monitoring management of CUSIP numbers or this Agreement and the other market identifiers with respect to the credit facilities provided hereunder,Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Nortek Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information (it being understood that the Administrative Agent, such Lender or the L/C Issuer, as applicable, will (i) inform any Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) will be responsible for any breach of the terms hereof by any Persons to whom such disclosure is made), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) pursuant to the extent legally permissible but (y) not in the case order of any such requests which are part ofcourt or administrative agency or in any pending legal, judicial or arise out of, normal reporting administrative proceeding or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar compulsory legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as not materially less restrictive than those of this Section 10.07Section, which shall in any event require "click through" or other affirmative actions on the part of the recipient to access such information, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become an Additional Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty direct or indirect party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or any other confidentiality obligation to the Borrower with respect to such Information or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates from a source other than the Borrower that is not, to the Administrative Agent's knowledge, subject to a confidentiality obligation to the Borrower with respect to such Information or (i) for purposes of establishing a "due diligence" defense.

Appears in 1 contract

Samples: Credit Agreement (Nu Skin Enterprises Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Administrative Agent agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (iin each case, other than to a Disqualified Institution): (a) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or provided that such Lender, as applicable, disclosure shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior be limited to such disclosure; information as is expressly required or requested (iiias may be determined in consultation with counsel), (c) to the extent required by applicable Laws or regulations Applicable Law or by any subpoena or similar legal process in which case the Administrative Agent, provided that such L/C Issuer or such Lender, as applicable, disclosure shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior be limited to such disclosure; information as is expressly required (ivas may be determined in consultation with counsel), (d) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0712.23, to to: (Ai) any assignee of or Participant in, or any prospective assignee of or Participant (except, in each case, for the avoidance of doubt, for any Disqualified Institution) in, any of its rights or obligations under this Agreement Agreement, any investor or prospective investor, or any new lender or prospective new lender in a refinancing all or a portion of the Loans or otherwise or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) with the consent of any Borrower or (h) to the extent such Information: (i) becomes publicly available other than as a result of a breach of this Section 12.23 or (ii) becomes available to any Lender, the Administrative Agent or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the BVI Borrower. For purposes of this Section 12.23, “Information” means all information received from any Loan Party or any of its Subsidiaries relating to (A) any ratings agency in connection with rating Holdings, the Borrowers Loan Party or their any of its Subsidiaries or any of their respective businesses, other than any such information that is available to any Lender, or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Administrative Agent on a nonconfidential basis prior to disclosure by any Loan Party or any similar agency of its Subsidiaries; provided that, in connection with the issuance and monitoring case of CUSIP numbers information received from a Loan Party or other market identifiers any of its Subsidiaries after the Closing Date, such information is clearly identified at the time of delivery as confidential. Except with respect to disclosing any Information to any Disqualified Institution, any Person required to maintain the credit facilities confidentiality of Information as provided hereunder,in this Section 12.23 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.

Appears in 1 contract

Samples: Credit Agreement (AquaVenture Holdings LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and each L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “Representatives”) (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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, Agent or such Lender or L/C Issuer or such LenderIssuer, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; disclosure to the extent practicable and legally permitted to do so), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their Representatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), or any prospective assignee of or Participant inin (or their Representatives, 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers Parent or Borrower and their respective obligations, (viih) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to (A) the Borrower or any ratings agency in connection with rating Holdings, the Borrowers or their of its Subsidiaries or any of their respective businesses, other than any such information that is available to the credit facilities provided hereunder Administrative Agent, any Lender or (B) the CUSIP Service Bureau L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any similar agency of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 1 contract

Samples: Credit Agreement (Jazz Pharmaceuticals PLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Affiliates, its auditors and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (Bii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Borrowers be made by reference to a Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Company or their its Subsidiaries or the credit facilities provided hereunder hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (Biii) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Company or violating the terms of this Section 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Mastec Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of 90 the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, provided that, if lawful and practicable to do so under the circumstances, B&N is given with reasonable promptness prior written notice of the request for production of such Information, except for Information provided to regulators in which case the Administrative Agentordinary course of bank regulatory oversight, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their its obligations, (viig) with the consent of B&N or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, "Information" means all information received from B&N or any Subsidiary relating to B&N or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by B&N or any Subsidiary, provided that, in the case of information received from B&N or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Each of the Administrative Agent, the Borrowers or their Subsidiaries or Lenders and the credit facilities provided hereunder or L/C Issuer acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning B&N or any similar agency a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Barnes & Noble Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Credit Facility Swap Contract, in each case whom it reasonably determines needs to know such information in connection with this Agreement and the transactions contemplated hereby (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their its obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the consent of the Borrowers or their Subsidiaries or (h) to the credit facilities provided hereunder extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (By) becomes available to the CUSIP Service Bureau Administrative Agent, any Lender, the L/C Issuer or any similar agency in connection with of their respective Affiliates on a nonconfidential basis from a source other than the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Fortress Investment Group Holdings LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives solely in connection with matters relating to this Agreement (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case process; provided that unless specifically prohibited by applicable law or court order, the Administrative Agent, such each Lender and each L/C Issuer or such Lender, as applicable, shall use make reasonable efforts (to the extent permitted) to notify the Parent Borrower of any request by any governmental agency or representative thereof prior to disclosure of such disclosure; information, (d) to (i) any pledgee referred to in Section 10.06(f), (ii) any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein, (iii) any bona fide or potential direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any Loan Party and its 136 obligations or (iv) any direct or indirect investor or prospective investor in an Approved Fund; provided that such pledgees, assignees, transferees, participants, counterparties, advisors and investors are advised of and agree to any be bound by either the provisions of this Section 10.07 or other party hereto; provisions at least as restrictive as this Section 10.07, (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject with the consent of the Borrower or (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower (provided that the source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those of contained in this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (vii) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,).

Appears in 1 contract

Samples: Credit Agreement (DineEquity, Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent(and, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part ofnon-ordinary course disclosure under this clause (b), or arise out of, normal reporting or review procedures to, or examination by, the disclosing party shall use its reasonable efforts to inform the Borrower thereof prior to any such regulatory authority) disclosure and, in any event, shall promptly inform the Borrower thereof, in each case to notify the Parent Borrower prior extent legally permitted to such disclosuredo so; provided that requests from any bank examiner or bank auditor shall not be considered to be non-ordinary course), (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentdisclosing party shall use its reasonable efforts to inform the Borrower thereof prior to any such disclosure and, such L/C Issuer or such Lender, as applicablein any event, shall use reasonable efforts (promptly inform the Borrower thereof, in each case to the extent permitted) legally permitted to notify the Parent Borrower prior to such disclosure; do so), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) with the prior consent of the Borrower, by the Administrative Agent, the Joint Lead Arrangers or any lead arranger in respect of any incremental credit facility to be issued hereunder, in each case on a confidential basis to (A) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or hereunder, (Bi) the CUSIP Service Bureau or any similar agency to market data collectors and service providers in connection with the issuance and monitoring administration of CUSIP numbers the credit facility or other market identifiers with respect (j) to the credit facilities provided hereunder,extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Issuing Bank or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Frontier Communications Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or 2.17(d) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. 101250789 129624357_3

Appears in 1 contract

Samples: Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers Issuer agrees on behalf of itself and the Lenders agrees its Related Parties to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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 confidentialconfidential and that the Administrative Agent, the relevant Lender or the L/C Issuer, as the case may be, shall be responsible to the Loan Parties and their Affiliates for any failure by such Person to maintain the confidentiality of the Information); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (provided that, in which the case of this clause (c) or the foregoing clause (b), the Administrative Agent, such L/C Issuer Agent or such the Lender, as applicablethe case may be, shall use reasonable efforts (disclose only the information required and, to the extent permitted) to permitted by applicable law and regulation, shall notify the Parent Borrower prior Company in writing of such disclosure and will use its best efforts to send such written notice in advance of such disclosure; , so that the Company may seek a protective order or other appropriate remedy), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, (i) to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(a) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the 113 credit facilities provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party or any of its Affiliates (and other than a source acting on its or their behalf), without a duty of confidentiality to any such Loan Party or any of its Affiliates being violated.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: (i) disclosed to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (ii) , to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) practicable and so long as it is permitted by Law and except in connection with any order or request as part of a regulatory examination or audit, agrees to notify inform the Parent Borrower prior to such disclosure; (iv) promptly thereof), to any other party hereto; (v) , in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 11.06(b), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, with the consent of the Borrower or to the extent such Information, (viiiii) becomes publicly available other than as a result of a breach of this Section, (iv) to the extent that such information is independently developed by the Administrative Agent, a Lender, L/C Issuer or such parties Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this provision, (v) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to from a source other than the Borrower or (Avi) any ratings agency in connection with rating Holdingsthe Borrower’s consent. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any existence of this Credit Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the issuance administration of this Credit Agreement, the other Credit Documents, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Commitments.

Appears in 1 contract

Samples: Credit Agreement (Mercury Systems Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates Related Parties and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives any Swap Provider (or such Swap Provider’s professional advisor) (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative AgentPerson required to disclose such information shall, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify permitted by law, rule or regulation and reasonably practicable, promptly inform the Parent Borrower prior to such disclosure; Company, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty Swap Provider (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations), (viig) on a confidential basis to (A) any rating agencies with respect to ratings agency in connection with rating Holdingsof a Lender or (B, the Borrowers Company or their Subsidiaries its Subsidiaries, or the credit facilities provided hereunder hereunder, (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, the L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (BC) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing, and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or, (y) becomes available to the Administrative Agent, the L/C Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company or (z) is independently discovered or developed by a party hereto without utilizing any Information received from any Credit Party or violating the terms of this Section 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent, the L/C Issuer and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (EnerSys)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information (it being understood that the Administrative Agent, such Lender or the L/C Issuer, as applicable, will (i) inform any Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) will be responsible for any breach of the terms hereof by any Persons to whom such disclosure is made), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) pursuant to the extent legally permissible but (y) not in the case order of any such requests which are part ofcourt or administrative agency or in any pending legal, judicial or arise out of, normal reporting administrative proceeding or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar compulsory legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as not materially less restrictive than those of this Section 10.07Section, which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become an Additional Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty direct or indirect party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or any other confidentiality obligation to the Borrower with respect to such Information or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates from a source other than the Borrower that is not, to the Administrative Agent’s knowledge, subject to a confidentiality obligation to the Borrower with respect to such Information or (i) for purposes of establishing a “due diligence” defense. 165

Appears in 1 contract

Samples: Credit Agreement (Nu Skin Enterprises, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureit; (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.18, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to the Borrowers Obligations or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of any Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.18 or (ii) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower; (i) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to a Borrower received by it from such Lender). In addition, any Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Financing Documents, the Commitments, and the Funding. For the purposes of this Section 11.18, “Information” means written information that any Borrower furnishes to any Agent or other market identifiers Lender after the date hereof (and designated at the time of delivery thereof in writing as confidential) pursuant to or in connection with respect any Financing Document, relating to the credit facilities assets and business of such Borrower, but does not include any such information that (i) is or becomes generally available to the public other than as a result of a breach by such Agent or Lender of its obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other than a Borrower that is not, to the knowledge of such Agent or Lender, acting in violation of a confidentiality obligation with such Borrower or (iii) is independently compiled by any Agent or Lender, as evidenced by their records, without the use of the Information. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section 11.18 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.

Appears in 1 contract

Samples: Possession Credit Agreement (Pacific Ethanol, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Swingline Lender and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-self- regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder (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), (i) 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, any Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the Borrower or any of its Affiliates, which source is not to (A) the knowledge of the Administrative Agent, any ratings agency in connection with rating HoldingsLender, the Borrowers or their Subsidiaries or Swingline Lender, the credit facilities provided hereunder or (B) the CUSIP Service Bureau L/C Issuer or any similar agency of their respective Affiliates in connection with breach of any confidentiality obligations owing to the issuance and monitoring Borrower or any of CUSIP numbers or other market identifiers its Affiliates with respect to such Information, or (j) to the credit facilities provided hereunder,extent needed to obtain a Committee on Uniform Securities Identification Procedures (CUSIP) number.

Appears in 1 contract

Samples: Option Agreement And

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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 confidentialconfidential in accordance with the terms hereof); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts Commissioners ((x) provided that to the extent legally permissible but practical, such Person being requested or required to disclose such information shall provide advance notice to the Borrower (y) not in the case of however, such Person shall have no liability for any failure to provide such requests which are part ofnotice)), or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (provided that to the extent permitted) practical, such Person being requested or required to notify disclose such information shall provide advance notice to the Parent Borrower prior (however, such Person shall have no liability for any failure to provide such disclosure; notice)), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the prior written consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Borrower.

Appears in 1 contract

Samples: Credit Agreement (Bearingpoint Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agentsadvisors (including legal counsel), trusteesindependent auditors and other experts, advisors and agents or representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena order of any court or similar administrative agency or in any pending legal or administrative proceeding, or otherwise as required by compulsory legal process (in which case such Person will inform the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (Borrower promptly thereof to the extent permitted) to notify the Parent Borrower prior to such disclosure; practicable and not prohibited by law, rule or regulation), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (Bii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (Biii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates from a source other than the Borrower that is not to such Lender’s knowledge subject to confidentiality obligations to the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07 or (j) for purposes of establishing a “due diligence” defense. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. For purposes of this Section, “

Appears in 1 contract

Samples: Credit Agreement (Qualcomm Inc/De)

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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, and the Administrative Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, shall be responsible for compliance by such Persons with such obligations); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to rating agencies in which case connection with obtaining ratings for the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) Borrower and the Facilities to the extent legally permissible but such rating agencies are subject to customary confidentiality obligations of professional practice or agree to be bound by the terms of this Section 10.07 (y) not or confidentiality provisions at least as restrictive as those set forth in the case of any such requests which are part ofthis Section 10.07), or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiid) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative AgentPerson that discloses any Information pursuant to this clause (d) shall, such L/C Issuer if permitted by applicable Law or such Lenderlegal process, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to in advance of such disclosure or shall provide the Borrower with prompt written notice of such disclosure; , (ive) to any other party hereto; , (vf) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vig) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viih) with the written consent of the Borrower or (i) 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, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdingsfrom a source other than the Borrower. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any similar agency of the Lenders in connection with the issuance administration or servicing of this Agreement, the other Loan Documents and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Commitments.

Appears in 1 contract

Samples: Credit Agreement (Ashland Global Holdings Inc)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to it, its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (to the extent necessary to administer or enforce this Agreement and the other Loan Documents) (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); , (iib) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Agent or any Lender on a non-confidential basis from a source other than a Credit Party. If the Agent or any Lender is requested or required to disclose any Information (Aother than by any bank examiner) any ratings agency in connection with rating Holdingspursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Borrowers Agent or their Subsidiaries such Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the credit facilities provided hereunder Borrower may seek an appropriate protective order or (B) waive the CUSIP Service Bureau Agent’s, or any similar agency in connection such Lender’s, as applicable, compliance with the issuance provisions of this Section, and monitoring of CUSIP numbers or other market identifiers with respect the Agent and such Lender, as applicable, shall, to the credit facilities provided hereunder,extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives disclosed (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); , (iia) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives, (b) subject to Borrowers’ receipt of prior written notice thereof and Agent’s reasonable cooperation with Borrowers’ attempts to secure a confidentiality order or other applicable order restricting the extent to which Information must be disclosed, to the extent required or requested by any regulatory authority authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agentsubject to Borrowers’ receipt of prior written notice thereof, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,prior written consent of

Appears in 1 contract

Samples: Credit Agreement (Chipotle Mexican Grill Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Issuer and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agentcase, such L/C Issuer or such LenderPerson shall, as applicable, shall use reasonable efforts (to the extent permitted) to notify reasonably practicable and not prohibited by law, inform the Parent Borrower prior to such disclosure; promptly in advance thereof, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.19(c) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider, in each case, relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their Subsidiaries any other Subsidiary of the Parent or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,hereunder (h) with the consent of the Parent or the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section actually known to or caused by the disclosing party or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Parent or the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Invesco Ltd.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and each L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors managing members or managers, counsel, accountants and other representatives (collectively, “Representatives”) (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); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, the Administrative Agent, Agent or such Lender or L/C Issuer or such LenderIssuer, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; disclosure to the extent practicable and legally permitted to do so), (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) to any state, federal or foreign authority or examiner regulating any Lender, (g) (i) any rating agency, and (ii) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ax) any assignee of or Participant inin (or their Representatives, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), or any prospective assignee of or Participant inin (or their Representatives, 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) any of its rights or obligations under this Agreement or (By) any actual or prospective counterparty (or its advisorsRepresentatives, 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) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viih) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to (A) the Borrower or any ratings agency in connection with rating Holdings, the Borrowers or their of its Subsidiaries or any of their respective businesses, other than any such information that is available to the credit facilities provided hereunder or (B) the CUSIP Service Bureau Administrative Agent, any Lender or any similar agency L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such Person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 1 contract

Samples: Security Agreement (Albany Molecular Research Inc)

Treatment of Certain Information; Confidentiality. (1) Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to it, its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (in each of the foregoing cases, to the extent necessary to administer or enforce this Agreement and the other Credit Documents) (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; provided that the Administrative Agent or any such Lender shall be responsible for compliance with this Section 20.01(1) by any of its Controlled Affiliates or its or any such Controlled Affiliates’ directors, officers or employees to the extent that any such Controlled Affiliate or its or any such Controlled Affiliates’ directors, officers or employees receives any Information); , (iib) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena Laws, including the Takeover Code, or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and, only during the Certain Funds Period, to the execution of a confidentiality and front running letter substantially in the form of Schedule 10 (with only such changes thereto as may be approved by the Administrative Agent and the Borrower), to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Borrowers Borrower and their obligationsits obligations or (iii) any actual or prospective provider of cash management services to any Loan Party, (viig) on (i) to a confidential basis Person that is an investor or prospective investor in a Securitization that agrees that its access to information regarding the Loan Parties and the Accommodations is solely for purposes of evaluating an investment in such Securitization and who agrees to otherwise be bound by the provisions of this clause (A1), (ii) any ratings agency to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency a Securitization in connection with the issuance administration, servicing and monitoring reporting on the assets serving as collateral for such Securitization and who agrees to otherwise be bound by the provisions of CUSIP numbers or other market identifiers this clause (1); (iii) to a nationally recognized rating agency that requires access to information regarding the Loan Parties, the Accommodations and Credit Documents in connection with ratings issued with respect to a securitization facility collateralized, in part, by the credit facilities provided hereunder,Accommodations (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and shall agree to keep such Information confidential on the terms set forth in this clause (1)); (h) with the prior written consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than a Loan Party. If the Administrative Agent or any Lender is requested or required to disclose any Information (other than by any bank examiner) pursuant to or as required by Laws or by a subpoena or similar legal process, the Administrative Agent or such Lender, as applicable, shall, if practicable and unless prohibited by Law, use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Administrative Agent’s, or such Lender’s, as applicable, compliance with the provisions of this Section, and the Administrative Agent and such Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.

Appears in 1 contract

Samples: Credit Agreement (Open Text Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Issuing Bank agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) NAIC; provided that to the extent legally permissible but (y) not in practicable and permitted by applicable Requirements of Law, the case party requested to disclose the Information will provide prompt written notice of any such requests which are part ofrequest to Borrower, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) will allow Borrower a reasonable opportunity to notify the Parent Borrower seek appropriate protective measures prior to such disclosure; , and will disclose the minimum amount of Information required by applicable law), (iiic) to the extent required by applicable Laws or regulations Requirements of Law or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0710.12, to (Ai) any assignee of or Participant in, or any bona fide prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or bona fide prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers and their obligationspurpose of obtaining a credit rating applicable to any Lender, (viig) with the prior consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a confidential nonconfidential basis from a source other than Borrower. For purposes of this Section, "INFORMATION" means all information received from Borrower or any of its Subsidiaries relating to (A) Borrower or any ratings agency in connection with rating Holdings, the Borrowers or their of its Subsidiaries or any of their respective businesses, other than any such information that is available to the credit facilities provided hereunder Administrative Agent, any Lender or (B) the CUSIP Service Bureau Issuing Bank on a nonconfidential basis prior to disclosure by Borrower or any similar agency of its Subsidiaries (other than information received from a third party who was known by the recipient of such information to be in connection breach of a confidentiality obligation. 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 issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such person would accord to its own confidential information, which in any event shall be a commercially reasonable standard.

Appears in 1 contract

Samples: Credit Agreement (HealthSpring, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers Issuer agrees on behalf of itself and the Lenders agrees its Related Parties to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates' respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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 confidentialconfidential and that the Administrative Agent, the relevant Lender or the L/C Issuer, as the case may be, shall be responsible to the Loan Parties and their Affiliates for any failure by such Person to maintain the confidentiality of the Information); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (provided that, in which the case of this clause (c) or the foregoing clause (b), the Administrative Agent, such L/C Issuer Agent or such the Lender, as applicablethe case may be, shall use reasonable efforts (disclose only the information required and, to the extent permitted) to permitted by applicable law and regulation, shall notify the Parent Borrower prior Company in writing of such disclosure and will use its best efforts to send such written notice in advance of such disclosure; , so that the Company may seek a protective order or other appropriate remedy), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, (i) to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(a) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party or any of its Affiliates (and other than a source acting on its or their behalf), without a duty of confidentiality to any such Loan Party or any of its Affiliates being violated.

Appears in 1 contract

Samples: Revolving Credit Agreement (Hasbro Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdings, from a source other than the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Borrower or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders The Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it it, (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their its obligations, (viig) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender or any of its Affiliates on a confidential nonconfidential basis to (A) any ratings agency in connection with rating Holdingsfrom a source other than the Company. For purposes of this Section, “Information” means all information received from the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect Subsidiary relating to the credit facilities Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by the Company or any Subsidiary; provided hereunder,that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. [*] Confidential Treatment Requested

Appears in 1 contract

Samples: Credit Agreement (Sims Metal Management LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) with the same degree of care that it uses to protect its own confidential information and to not use the Information for any purpose except in connection with the Loan Documents and the transactions contemplated hereby, except that 143 Information may be disclosed: (i) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors advisors, attorneys, accountants and representatives who have a need to know such information to facilitate the exercise of the rights granted and the fulfillment of the obligations imposed by the Loan Documents (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentlegal, such L/C Issuer judicial or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureadministrative process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.12(c), or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (vii) with the consent of the Borrower, (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (C) is used for purposes of establishing a “due diligence” defense, or (ix) on a confidential basis to (A) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries any Group Company or the credit facilities provided hereunder Facility or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Facility. In addition, each of the Administrative Agent, the Collateral Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to any of the Administrative Agent, the Collateral Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Facilty.

Appears in 1 contract

Samples: Credit Agreement (Masonite International Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees agree to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors trustees and representatives (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); (iib) to the extent required or requested by any regulatory authority (including self-regulatory authority) purporting to have jurisdiction over it (in which case such Person agrees, except with respect to any audit or examination conducted by such regulatory authority (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in permitted by applicable law or such compulsory legal process, to use commercially reasonable efforts to inform the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower Borrowers thereof prior to such disclosure); (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person agrees, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) permitted by applicable law or such compulsory legal process, to notify use commercially reasonable efforts to inform the Parent Borrower Borrowers thereof prior to such disclosure); (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement, any Bank Product Agreement or any other Loan Document Secured Hedge Agreement or the enforcement of rights hereunder or thereunderthe defense of any claim, suit, action or proceeding; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any permitted assignee of or Participant participant in, or any prospective permitted assignee of or Participant participant in, any of its rights or obligations under this Agreement or (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers and their obligations, Loan Parties; (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring consent of CUSIP numbers or other market identifiers with respect the Borrowers; (h) to the credit facilities provided hereunder,extent such Information (i) is or becomes publicly available other than as a result of a breach of this Section 10.07 or is independently developed by such Person other than as a result of a breach of this Section 10.07

Appears in 1 contract

Samples: Credit Agreement (Project Angel Parent, LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees Purchasers agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its each of their Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure); (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party hereto; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Transaction Document or any action or proceeding relating to this Agreement or any other Loan Transaction Document or the enforcement of rights hereunder or thereunder, ; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07paragraph, to (Ai) any assignee of or Participant in, or any prospective assignee of (i) the Notes, or Participant in, (ii) any of its the Purchasers’ rights or and obligations under this Agreement or Agreement; (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities Notes; (h) with the consent of the Company; or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this paragraph, or (y) becomes available to the Purchasers or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. For purposes of this paragraph 11S, “Information” means all information received from any the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Purchasers on a nonconfidential basis prior to disclosure by the Company or any of its Subsidiaries; provided hereunder,that, in the case of information received from the Company or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this paragraph 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. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, NORDSON CORPORATION By: Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer The foregoing Agreement is hereby accepted as of the date first above written. STATE FARM LIFE INSURANCE COMPANY By: Name: Title: By: Name: Title: STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By: Name: Title: By: Name: Title: STATE FARM INSURANCE COMPANIES EMPLOYEE RETIREMENT TRUST By: Name: Title: By: Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Northwestern Mutual Investment Management Company, LLC, its investment advisor By: Name: Title: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By: Name: Title: THRIVENT FINANCIAL FOR LUTHERANS By: Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director AXA EQUITABLE LIFE INSURANCE COMPANY By: Name: Title: AB US DIVERSIFIED CREDIT BM FUND By: Name: Title: PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory By: Name: Title: By: Name: Title: RGA REINSURANCE COMPANY By: Name: Xxx Xxxxxx Title: Vice President MODERN WOODMEN OF AMERICA By: Name: Title: RIVERSOURCE LIFE INSURANCE COMPANY By: Name: Title: WOODMEN OF THE WORLD LIFE INSURANCE SOCIETY By: Name: Title: By: Name: Title: SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased State Farm Life Insurance Company $ Series 2018-A 10,000,000 $ Series 2018-B 12,000,000 Series 2018-C $ 18,000,000 Series 2018-D $ 17,500,000 Series 2018-E $ 18,000,000 Series 2018-F $ 10,000,000 Series 2018-G $ 10,000,000 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased State Farm Life and Accident Assurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 2,000,000 $ Series 2018-D 1,500,000 $ Series 2018-E 2,000,000 $ Series 0000-X 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased State Farm Insurance Companies Employee Retirement Trust $ Series 2018-A 0 $ Series 2018-B 4,000,000 $ Series 2018-C 0 $ Series 2018-D 5,000,000 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased The Northwestern Mutual Life Insurance Company $ Series 2018-A 20,000,000 $ Series 2018-B 15,000,000 $ Series 2018-C 14,300,000 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 700,000 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Thrivent Financial for Lutherans $ Series 2018-A 20,000,000 $ Series 2018-B 15,000,000 $ Series 2018-C 10,000,000 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased AXA Equitable Life Insurance Company $ Series 2018-A 20,000,000 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased AXA Equitable Life Insurance Company $ Series 2018-A 0 $ Series 2018-B 15,000,000 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased AB US Diversified Credit BM Fund $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 10,000,000 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Principal Life Insurance Company $ $ Series 2018-A 9,250,000 750,000 $ Series 2018-B 0 $ $ $ Series 2018-C 13,750,000 1,000,000 250,000 $ Series 2018-D 0 $ $ $ Series 2018-E 7,250,000 1,500,000 250,000 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Principal Life Insurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 750,000 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Principal Life Insurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 250,000 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RGA Reinsurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 5,000,000 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RGA Reinsurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 3,000,000 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RGA Reinsurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 2,000,000 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RGA Reinsurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 5,000,000 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RGA Reinsurance Company $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 5,000,000 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Modern Woodmen of America $ Series 2018-A 0 $ Series 2018-B 4,000,000 $ Series 2018-C 0 $ Series 2018-D 11,000,000 $ Series 2018-E 5,000,000 $ Series 0000-X 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased RiverSource Life Insurance Company (942) $ Series 2018-A 10,000,000 $ Series 2018-B 5,000,000 $ Series 2018-C 0 $ Series 2018-D 0 $ Series 2018-E 0 $ Series 2018-F 0 $ Series 2018-G 0 SCHEDULE A INFORMATION RELATING TO PURCHASERS Name of Purchaser Principal Amount of Series 2018 Notes to be Purchased Woodmen of the World Life Insurance Society $ Series 2018-A 0 $ Series 2018-B 0 $ Series 2018-C 0 $ Series 2018-D 5,000,000 $ Series 2018-E 5,000,000 $ Series 0000-X 0 $ Series 2018-G 0 EXHIBIT A [FORM OF SERIES 2018-A NOTE] NORDSON CORPORATION 3.71% SENIOR NOTE, SERIES 2018-A, DUE JUNE 22, 2023 No. PPN: 655663 F#4

Appears in 1 contract

Samples: Master Note Purchase Agreement (Nordson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to its Affiliates and to its Affiliates’ partners, directors, officers, employees, agents, advisors and representatives (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) in connection with the transactions contemplated hereby or otherwise with the consent of the Borrower Agent, (c) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it itsuch Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiid) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent(provided that, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) permitted thereby and practicable, prompt prior written notice of such disclosure will be provided to notify the Parent Borrower prior to such disclosure; Specified U.S. Borrower), (ive) to any other party hereto; , (vf) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vig) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or any Eligible Assignee invited to be a Lender pursuant to Section 2.16 or 2.19, as applicable, or (Bii) any actual or prospective counterparty (or its advisorsadvisorsRelated Parties) to any swap or, derivative or derivative other transaction relating to any Borrower and its obligations or (iii) any of its Affiliates that is an actual or prospective provider of cash management services to any Borrower or any Borrower’s Subsidiaries (including with respect to treasury, depository, overdraft, credit and debit card, electronic funds transfer and other cash management arrangements), (hunder which payments are to be made by reference to any of the Borrowers and their obligations, this Agreement or payments hereunder, (viih) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (i) with the consent of the Borrower Agent or applicable Borrower or (ij) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section or (iiy) becomes available to the Administrative Agent, the Collateral Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower or a Person known by the Administrative Agent, the Collateral Agent, such Lender, such L/C Issuer or any of their respective Affiliates to be bound by a confidentiality agreement with a Borrower. In addition, the Administrative Agent, the Collateral Agent, the Original Bookrunner and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent, the Collateral 164 Agent and the Lenders in connection with the administration and management of this Agreement and, the other Loan Documents and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Nortek Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) and not to use any Information except in connection with the administration, evaluation and enforcement of the Loan Documents, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the (provided that, unless prohibited by applicable Laws, such Administrative Agent, such Lender or L/C Issuer shall provide the Borrower with prompt notice of any such requirement so that the Borrower may, at its sole expense, seek a protective order or such Lendertake other appropriate action), as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (Bii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (McGrath Rentcorp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07and which gives the Borrower the right to enforce such confidentiality provisions, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (Republic Services, Inc.)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to it, its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (to the extent necessary to administer or enforce this Agreement and the other Loan Documents) (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); , (iib) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in RBC – AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Borrowers Borrower and their its obligations, (viig) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Agent or any Lender on a non-confidential basis from a source other than a Credit Party. If the Agent or any Lender is requested or required to disclose any Information (Aother than by any bank examiner) any ratings agency in connection with rating Holdingspursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Borrowers Agent or their Subsidiaries such Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the credit facilities provided hereunder Borrower may seek an appropriate protective order or (B) waive the CUSIP Service Bureau Agent’s, or any similar agency in connection such Lender’s, as applicable, compliance with the issuance provisions of this Section, and monitoring of CUSIP numbers or other market identifiers with respect the Agent and such Lender, as applicable, shall, to the credit facilities provided hereunder,extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.

Appears in 1 contract

Samples: Credit Agreement (Pacificorp /Or/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information Information, and instructed to keep such Information confidential, and any advisor of the Administrative Agent, the Lenders, and the L/C Issuers (including the Administrative Agent’s Professionals) shall be bound by the terms of this Section 11.07); , (iib) to the extent required or requested by by, any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunderthereunder (provided that Information shall not be made publicly available or filed on any public docket without the advance written consent of the Borrowers or as requested by any court of competent jurisdiction unless it is filed under seal), (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Borrowers be made by reference to any Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers either Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the applicable Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower. For purposes of this Section, “Information” means all information received from a Borrower or any Subsidiary, or any agent or advisor of a Borrower or any Subsidiary, relating to the Borrowers or any Subsidiary or any of their respective businesses, or from the Administrative Agent, or any of the Administrative Agent’s Professionals, relating to a Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrowers, any Subsidiary, or the Administrative Agent; provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information shall be deemed confidential unless marked “PUBLIC”. 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.”

Appears in 1 contract

Samples: Credit Agreement (USD Partners LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent); provided that unless specifically prohibited by applicable law or court order, L/C Issuer or such Lender, as applicable, Lender shall use its commercially reasonable efforts to notify the Company of any request by any regulatory authority or representative thereof of the National Association of Insurance Commissioners ((xother than any such request in connection with any examination of the financial condition of such Lender by such governmental agency or the National Association of Insurance Commissioners) to the extent legally permissible but (y) not in the case for disclosure of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower non-public information prior to disclosure of such disclosure; information, (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Borrower and their its obligations, (viig) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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 basis to (A) any ratings agency in connection with rating Holdingsinformation. Each of the Administrative Agent, the Borrowers or their Subsidiaries or Lenders and the credit facilities provided hereunder or L/C Issuer acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning the Company or any similar agency a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Amphenol Corp /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the disclosing Person shall inform the Borrower promptly thereof prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation, provided, however, that such Lender, the Administrative Agent, such Agent and the L/C Issuer shall not be required to inform such Person or give such Lendernotification to Borrower if the disclosure was made to a bank examiner, as applicableregulatory examiner or self-regulatory examiner in the course of such examiner’s examination or inspection), shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.07 or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Loan Party. In addition, the Administrative Agent, the Arrangers and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Revolving Credit Commitments. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Del Taco Restaurants, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (and in which case the Administrative Agenteach such case, such L/C Issuer or such LenderPerson shall, as applicableif permitted by law, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to of such disclosure; occurrence as soon as reasonably practicable following the service of any such process on such Person), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) upon prior notice to the Borrower, any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Restricted Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For purposes of this Agreement, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Helix Energy Solutions Group Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders Swing Line Lender agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives on a need-to-know basis (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process (in which case case, if permitted by applicable Law, the Administrative Agent, such L/C Issuer or such Lender, as applicable, Agent shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to of such disclosure; request), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (Aiii) any ratings agency in connection with rating Holdingsagency, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (Biv) the CUSIP Service Bureau or any similar agency in connection organization, (g) with the issuance and monitoring consent of CUSIP numbers the Borrower or other market identifiers with respect (h) to the credit facilities provided hereunder,extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Altera Credit Agreement (Altera Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, each Issuing Bank, the L/C Issuers Swingline Lender and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in which case the Administrative Agentany legal, L/C Issuer judicial, administrative proceeding or such Lenderin accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws law or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer Issuing Bank, the Swingline Lender or such Lender, as applicable, Lender shall use reasonable efforts (to the extent permitted) to promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; , to the extent permitted by law), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Loans or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Issuing Bank, the Swingline Lender any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Ebay Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Syndication Agent, the Co-Documentation Agents and the Lenders agrees to shall maintain the confidentiality of the Information, except that Information (as defined below) and shall use such Information solely for the purpose of providing the services that are subject to this Agreement and the other Loan Documents, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it respective Affiliates, its auditors and its Affiliates’ respective partnersRelated Parties who need to know such information in connection with this Agreement, directors, officers, employees, agents, trustees, advisors the other Loan Documents and representatives the transactions contemplated hereby and thereby (it being understood that the Persons Persons, including, for the avoidance of doubt, the Related Parties of such Persons, to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential in accordance with the provisions of this Section); , (iib) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it such Person or its Related Parties, (including any self-regulatory authority, such as the National Association of Insurance Commissionersc) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) pursuant to the extent legally permissible but (y) not in the case order of any such requests which are part ofcourt or administrative agency, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07or as otherwise reasonably acceptable to the Company and such Person, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13(b) or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to any of the Borrowers and or any of their subsidiaries or any of their respective obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Company or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Agreement or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Company that, to such Person’s knowledge, is not subject to confidentiality obligations to the Company; provided, that, in the case of clauses (b) and (e) above (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental bank or regulatory authority exercising examination or regulatory authority), each of the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Lenders agree to (A) inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation, (B) use its respective reasonable efforts, at the request and expense of the Company, to cooperate with the Company to the extent the Company may seek to limit such disclosure, (C) exercise reasonable efforts, at the Company’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the information and (D) only disclose that portion of information such Person’s counsel advises that it is legally required to disclose. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Credit Agreement (CBOE Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Swap Contract relating to Loans outstanding under this Agreement (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory selfregulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any clxxi CHAR1\1792192v4 other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as (or at least as restrictive as) those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Parent or their any of its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company, (i) to any actual or prospective credit insurance provider relating to the Borrowers and their obligations, or (j) 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, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Treatment of Certain Information; Confidentiality. Each of the The Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees Issuer agree to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such the Lenders and the L/C Issuer or such Lenderwill, as applicable, shall use reasonable efforts (to the extent permitted) practicable, promptly provide Holdings with an opportunity to notify seek a protective order or other measure ensuring confidential treatment of the Parent Borrower prior to such disclosure; Information, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender (Bit being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder consent of Holdings or (Bh) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,extent such Information (x) becomes publicly available other than as a result of a breach of this 146

Appears in 1 contract

Samples: Credit Agreement (ACCO BRANDS Corp)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the L/C Issuers Lenders and the Issuing Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) and shall not use such Information, without the prior written consent of the Company, for any purpose or in any manner other than pursuant to the terms and for the purposes contemplated by this Agreement, except that Information may be disclosed: disclosed (i) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto; , (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.10, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Additional Lender invited to be a Lender pursuant to Section 2.21, provided that such assignee, Participant, prospective assignee or Participant agrees in writing to keep such information confidential to the same extent required by the Lenders party to this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Company and their its obligations, in each case who agree to be bound by the terms of this Section 11.10 (or language substantially similar to this Section 11.10) (vii) with the consent of the Company or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) that is provided to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates by a Person other than the Company not in violation, to the actual knowledge of the Administrative Agent, such Lender, Issuing Lender or Affiliate, of any duty of confidentiality. For purposes of this Section, “Information” means (i) all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, this Agreement or the transactions contemplated hereby and (ii) the CDS Data as provided by the Reference Pricing Agent and/or the Administrative Agent, in each case other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect prior to the credit facilities disclosure to the Company. Any Person required to maintain the confidentiality of Information as provided hereunder,in this Section shall be considered to have complied with its obligation to do so if such Person has taken normal and reasonable precautions maintain the confidentiality of such Information.

Appears in 1 contract

Samples: Credit Agreement (Praxair Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives and to any direct or indirect contractual counterparty (or such contractual counterparty’s professional advisor) under any Swap Contract relating to Loans outstanding under this Agreement (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory self‑regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as (or at least as restrictive as) those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers a Loan Party and their its obligations, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Parent or their any of its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Company, (i) to any actual or prospective credit insurance provider relating to the Borrowers and their obligations, or (j) 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, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Treatment of Certain Information; Confidentiality. Each of the The P1 Administrative Agent, the L/C Issuers P1 Collateral Agent, each of the Senior Lenders and the Lenders Revolving LC Issuing Bank agrees to maintain the confidentiality of the Credit Agreement Information, except that Credit Agreement Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates (including branches) and to it its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, service providers and representatives (it being understood provided, that the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Credit Agreement Information and instructed to keep such Credit Agreement Information confidential); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including or to any self-regulatory authority, such as the National Association of Insurance Commissioners) Federal Reserve Bank or central bank in which case the Administrative Agent, L/C Issuer connection with a pledge or such Lender, as applicable, shall use reasonable efforts ((x) assignment pursuant to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureSection 14.4(e); (iiic) to the extent required by applicable Laws Government Rule or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan P1 Financing Document or any suit, action or proceeding relating to this Agreement or any other Loan P1 Financing Document or the enforcement of rights hereunder or thereunder, thereunder (viincluding any actual or prospective purchaser of Collateral); (f) subject to an agreement containing provisions substantially the same as those of this Section 10.0714.17, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement (or such Eligible Assignee or Participant’s or prospective Eligible Assignee or Participant’s professional advisor), (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers Borrower, or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) any ratings agency in connection contractual arrangements with rating Holdingsthe P1 Administrative Agent, the Borrowers or their Subsidiaries P1 Collateral Agent, such Senior Lender, or the credit facilities provided hereunder Revolving LC Issuing Bank or any Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with respect to any Senior Loan or P1 Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Senior Lender under any P1 Financing Document (including any rating agency); (g) with the consent of the Borrower (which consent shall not unreasonably be withheld, conditioned or delayed); (h) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating the P1 Administrative Agent, the P1 Collateral Agent, any Senior Lender or the Revolving LC Issuing Bank or any of their respective Affiliates; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Credit Agreement Information relating to the Borrower received by it from any Senior Lender, the Revolving LC Issuing Bank, the P1 Administrative Agent or the P1 Collateral Agent, as applicable); or (j) to any party providing (and any brokers arranging) any Credit Agreement Senior Secured Party insurance or reinsurance or other direct or indirect credit protection (including credit default swaps) with respect to its Senior Loans or Revolving LCs. In addition, the P1 Administrative Agent, the P1 Collateral Agent, any Senior Lender or the Revolving LC Issuing Bank may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the P1 Administrative Agent, the P1 Collateral Agent, the Senior Lenders and the Revolving LC Issuing Bank in connection with the issuance numbering, administration, settlement and monitoring management of CUSIP numbers or this Agreement, the other market identifiers with respect to P1 Financing Documents, the credit facilities provided hereunder,Senior Loan Commitments, and the Senior Loan Borrowings. For the purposes of this Section 14.17, “

Appears in 1 contract

Samples: Credit Agreement (NextDecade Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, employees and agents, trusteesincluding accountants, legal counsel and other advisors and representatives (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); (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case (each of the Administrative Agent, such the Lenders and the L/C Issuer or agrees to provide notice of any such Lenderrequirement to the Borrower and, as applicable, shall use reasonable efforts (to the extent permitted) reasonably requested by the Borrower, cooperate with the Borrower and its Subsidiaries if the Borrower or any of its Subsidiaries seeks to notify the Parent Borrower prior have such Information subject to such disclosurea protective order); (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, hereunder; (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Borrowers Loan Parties; (g) with the consent of the Borrower; (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 each of the Administrative Agent, the Lenders and their obligations, (vii) the L/C Issuer on a confidential nonconfidential basis from a source other than the Loan Parties; or (i) to (A) the National Association of Insurance Commissioners or any ratings other similar organization or any nationally recognized rating agency that requires access to information about the investment portfolio of the Administrative Agent, the L/C Issuer or any of the Lenders or their Affiliates in connection with rating Holdingsratings issued with respect to the such Person. In addition, the Borrowers or their Subsidiaries or each of the credit facilities provided hereunder or (B) Administrative Agent, the CUSIP Service Bureau or any Lenders and the L/C Issuer may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry, and service providers to the each of the Administrative Agent, the Lenders and the L/C Issuer in connection with the issuance administration and monitoring management of CUSIP numbers this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or its business, other market identifiers with respect than any such information that is available to the credit facilities on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary; provided hereunder,that, in the case of information received from a Loan Party or any Subsidiary after the date hereof, such information is clearly identified in writing at the time of delivery 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.

Appears in 1 contract

Samples: Credit Agreement (Gevity Hr Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) may be disclosed: disclosed (ia) to its Affiliates and to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (iib) to the extent requested or required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosureit; (iiic) to the extent required by applicable Laws Law or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosureprocess; (ivd) to any other party heretoto this Agreement; (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.0711.18, to (Ai) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to the Borrowers Obligations or (iii) any Person (and their obligationsany of its officers, (viidirectors, employees, agents or advisors) on a confidential basis to that may enter into or support, directly or indirectly, or that may be considering entering into or supporting, directly or indirectly, either (A) contractual arrangements with such Agent or Lender, or any ratings agency in connection Affiliates thereof, pursuant to which all or any portion of the risks, rights, benefits or obligations under or with rating Holdings, the Borrowers respect to any Loan or their Subsidiaries or the credit facilities provided hereunder Financing Document is transferred to such Person or (B) an actual or proposed securitization or collateralization of, or similar transaction relating to, all or a part of any amounts payable to or for the CUSIP Service Bureau benefit of any Lender under any Financing Document (including any rating agency); (g) with the consent of any Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.18 or (ii) becomes available to any Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower; (i) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency in connection with when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the issuance and monitoring confidentiality of CUSIP numbers or other market identifiers with respect any Information relating to the credit facilities provided hereunder,a Borrower received by it from such Lender).

Appears in 1 contract

Samples: Possession Credit Agreement (Pacific Ethanol, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its, and its Affiliates’ respective ', partners, directors, officers, employees, agents, trustees, advisors and representatives (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 confidentialconfidential and that the Administrative Agent, the Lender or the L/C Issuer disclosing such Information to such Affiliate or its or its Affiliates' partners, directors, officers, employees, agents, advisors and representatives shall remain responsible for compliance by such Affiliate or its or such Affiliate's partners, directors, officers, employees, agents, advisors and representatives with the confidentiality obligations described in this Section 10.07); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case process; provided that the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person that discloses any Information pursuant to this clause (c) shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to in advance of such disclosure (if permitted by applicable Law) or shall provide the Borrower with prompt written notice of such disclosure; , (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or Section 10.01 or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the written consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower not known by such source to be in breach of any duty of confidentiality with respect to such Information. For purposes of this Section, "Information" means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis (and not as a result of a breach of a duty of confidentiality owed by such Person to the Borrower with respect to such Information) prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Pledge Agreement (Cabot Microelectronics Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or any 76 of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) in any legal, judicial or administrative proceeding or in accordance with a judicial or other governmental order, subpoena, interrogatory, discovery request, investigative demand or other legal process or as required by applicable law or regulation (in which case the Administrative Agent, L/C Issuer Agent or such Lender, as applicable, Lender shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to promptly notify the Parent Borrower in writing, in advance, and give the Borrower the opportunity to seek confidential treatment of the information prior to such disclosure; (iii) , to the extent required permitted by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentlaw), such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any Securitization, swap or derivative transaction relating to the Borrowers Borrower and their its obligations, or any Subsidiary and its obligations, or any credit insurance provider relating to the Borrower and its Obligations, (viig) with the consent of the Borrower, (h) to rating agencies or, on a confidential basis basis, to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,Loans or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Ebay Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement Agreement, or (Bii) any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrowers Company and their its obligations, or any Subsidiary and its obligations, (viig) with the consent of the Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Swing Line Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to (A) from a source other than the Company. In the event that any ratings agency in connection with rating Holdingsof the Administrative Agent, the Borrowers or their Subsidiaries Lenders, the L/C Issuer or the credit facilities Swing Line Lender shall be required to disclose the Information pursuant to applicable Law or by subpoena or similar legal process, such party shall give prompt written notice to the Company as soon as practicable in advance of such disclosure (unless such notification is prohibited by applicable law) so that the Company may seek a protective order or other appropriate remedy and such party will use only that portion of the Information that such party is advised by its counsel is legally required or otherwise deemed necessary to disclose; provided, however, that such party shall not be required to notify the Company regarding any disclosure of any Information to a regulatory authority having jurisdiction over such party in the course of such authority’s inspection or examination of such party. For purposes of this Section, “Information” means all information received from the Company or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided hereunder that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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. Each of the Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer acknowledges that (Ba) the CUSIP Service Bureau Information may include material non-public information concerning the Company or any similar agency a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Verisign Inc/Ca)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives representatives, in each case, who have a need to know such Information in connection with the performance of their respective duties hereunder (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); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in which case the Administrative Agent), L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process in which case the Administrative Agentprocess, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement executed and delivered to and for the benefit of the Borrowers containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers any Borrower and their its obligations, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the consent of the Borrowers or their Subsidiaries or (h) to the credit facilities provided hereunder extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (By) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Subsidiary relating to the Borrowers or any Subsidiary (whether before or after the Closing Date) or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information either is clearly identified at the time of delivery as confidential or is material non-public information. 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. Each of the Administrative Agent and the Lenders acknowledges that (a) the CUSIP Service Bureau Information may include material non-public information concerning the Borrowers or any similar agency a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, (c) it will handle such material non-public information in connection accordance with applicable Law, including Federal and state securities Laws and (d) the issuance and monitoring of CUSIP numbers or other market identifiers confidentiality provisions contained herein, in so far as such provisions relate to material proprietary Information, shall survive for 12 months following the Maturity Date and, in so far as such provisions relate to material non-public information, shall survive in accordance with respect to the credit facilities provided hereunder,applicable law.

Appears in 1 contract

Samples: Credit Agreement (KKR Financial Holdings LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and to it Affiliates, its auditors and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) (in which case case, except with respect to any audit or examination conducted by bank accountants or governmental regulatory authorities exercising examination or regulatory authority, the Administrative Agent, L/C Issuer or such Lender, as applicable, disclosing party shall use commercially reasonable efforts ((x) to promptly notify the Borrower, in advance, to the extent legally permissible but practicable and permitted by Law), (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, disclosing party shall use commercially reasonable efforts (to promptly notify the Borrower, in advance, to the extent permitted) to notify the Parent Borrower prior to such disclosure; practicable and permitted by Law), (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (Ai) any ratings rating agency in connection with rating Holdings, the Borrowers Borrower or their its Subsidiaries or the credit facilities provided hereunder or (Bii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07, (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement and the other Loan Documents and Credit Extensions made pursuant thereto. For purposes of this Section 10.07, “Information” means all information received from the REIT or any Subsidiary relating to the REIT or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the REIT or any Subsidiary thereof. 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. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the REIT or a Subsidiary thereof, or their respective securities, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Assignment and Assumption (American Assets Trust, L.P.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Lenders and the Lenders agrees Issuing Banks agree to maintain the confidentiality of the Information, except that Information (as defined below) in accordance with the Administrative Agent’s and such Lender’s customary procedures for handling confidential information of such nature, except that Information may be disclosed: disclosed (ia) to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); , (iib) to the extent required or requested by any Governmental Authority or regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process (provided, that with respect to clauses (b) and (c) of this Section 10.12, unless prohibited by applicable law in which case the opinion of its counsel or court order, the Administrative Agent, L/C Issuer such Lender or such LenderIssuing Bank, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case notify Borrower of any such requests which are part ofrequest, requirement or arise out ofsubpoena prior to the disclosure of any Information and in any event, normal reporting or review procedures to, or examination by, will notify Borrower as soon as reasonably practicable in the event of any such regulatory authority) to notify disclosure (other than in connection with any examination of the Parent Borrower prior to financial condition or other routine examination of such disclosure; Lender by such governmental agency), (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) to notify the Parent Borrower prior to such disclosure; (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an this Section 10.12 or a written agreement containing provisions substantially the same as those of this Section 10.0710.12 or a written confirmation of the same, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations or (iii) any rating agency for the Borrowers purpose of obtaining a credit rating applicable to any Lender or (g) with the written consent of Borrower. In addition, the Administrative Agent, each Lender and the Issuing Banks may disclose the existence of this Agreement and general information about this Agreement, and the terms hereof, to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Lenders and the Issuing Banks in connection with the administration and management of this Agreement and the other Loan Documents. For purposes of this Section, “Information” means all written information concerning Borrower or any of its Subsidiaries or any of its direct or indirect shareholders, or any of their obligationsrespective employees, directors or Affiliates (viiincluding, without limitation, the Permitted Holders) received by the Arrangers, Administrative Agent, any Issuing Bank or any Lender on a confidential basis from Borrower or any other person under or pursuant to (A) this Agreement or any ratings agency other Loan Document, including, without limitation, forecasts, financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of Borrower or any other person on a confidential basis in connection with rating Holdingsthis Agreement and the Loan Documents, but does not include any such information that (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 10.12 or (ii) was acquired or becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Borrower or any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including, without limitation, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (BPermitted Holders) the CUSIP Service Bureau or any similar agency of their respective agents or representatives. Any person required to maintain the confidentiality of Information as provided in connection this Section shall be considered to have complied with its obligation to do so if such person has exercised the issuance and monitoring same degree of CUSIP numbers or other market identifiers with respect care to maintain the credit facilities provided hereunder,confidentiality of such Information as such person would accord to its own confidential information.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bankrate, Inc.)

Treatment of Certain Information; Confidentiality. Each of the theSection 11.07. Administrative Agent, the Lenders and the L/C Issuers and the Lenders Issuer agrees to maintain the confidentiality of the Information, except that Information (as defined below) ), except that Information may be disclosed: (i) disclosed to its Affiliates and to it its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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); (ii) , to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), such as the National Association of Insurance Commissioners) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts ((x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agentsuch Person, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (to the extent permitted) practicable and so long as it is permitted by Law and except in connection with any order or request as part of a regulatory examination or audit, agrees to notify inform the Parent Borrower prior to such disclosure; (iv) promptly thereof), to any other party hereto; (v) , in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 11.06(b), (Bii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers Borrower and their its obligations, with the consent of the Borrower or to the extent such Information, (viiiii) becomes publicly available other than as a result of a breach of this Section, (iv) to the extent that such information is independently developed by the Administrative Agent, a Lender, L/C Issuer or such parties Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this provision, (v) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a confidential nonconfidential basis to from a source other than the Borrower or (Avi) any ratings agency in connection with rating Holdingsthe Borrower’s consent. In addition, the Borrowers or their Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (B) Lenders may disclose the CUSIP Service Bureau or any similar agency in connection with the issuance existence of this Credit Agreement and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,information about this [Credit Agreement]

Appears in 1 contract

Samples: Credit Agreement (Mercury Systems Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers Agent and the Lenders agrees to maintain the confidentiality of of, and not disclose to any Person, the Information, except that Information (as defined below) ), except that Information may be disclosed: disclosed (ia) to its Affiliates and 109 to it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties who need to know such Information in connection with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed are subject to keep such customary confidentiality obligations of professional practice or agree to treat the Information as confidential); , (iib) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners) ), in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts ((x) to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent legally permissible but practicable and lawfully permitted to do so, (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iiic) to the extent required by applicable Laws laws or regulations or by any subpoena or similar legal process process, in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, Person shall use commercially reasonable efforts (to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, to the extent permitted) practicable and lawfully permitted to notify the Parent Borrower prior to such disclosure; do so, (ivd) to any other party hereto; , (ve) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vif) subject to an agreement containing provisions substantially the same as those of this Section 10.07Section, to (Ai) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.13 or (Bii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Borrowers Borrower and their its obligations, this Agreement or payments hereunder, (viig) on a confidential basis to (A) any ratings agency in connection with rating Holdings, the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or of other market identifiers with respect to the credit facilities provided hereunder,, (h) with the consent of the Borrower or (i) 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, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not, to such Person’s knowledge, in breach of contractual or fiduciary confidentiality obligations owing to the Borrower or any of its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Ciena Corp)

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