Common use of Confidentiality of Information Clause in Contracts

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All The Servicer and the Owner each agree that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall used only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms purposes of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or (iii) becomes available proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to a Partymergers or acquisitions; passwords and security procedures; computer programs, loan servicing systems, software, and software documentation; customer and/or prospective client lists , mortgage loan files, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its Affiliatescustomers, or its or its Affiliates' officers, directorsclients, employees, business affairs, affiliates, subsidiaries and the affiliates of its parent organization (all of the foregoing collectively referred to as “Confidential Information”). Each party shall maintain the Confidential Information of the other in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its own confidential information that it does not want disclosed, but in no event less than a reasonable standard of care. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know the Confidential Information to perform under this Agreement, (b) not to disclose any Confidential Information to any third party or copy Confidential Information without written approval of the disclosing party, and (c) inform those third parties and other persons who receive Confidential Information of its confidential nature and obtain their agreement to abide by the obligations set forth herein. The obligations imposed under this Agreement shall not apply to Confidential Information that is (a) made public by the party whose Confidential Information is disclosed, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, consultantsor (c) rightfully received from a third person having the legal right to disclose the Confidential Information free of any obligation of confidence, nor shall the section be deemed to prohibit any disclosure by a party that is necessary or appropriate in such party’s work with legal counsel, accountants, auditor or as required by applicable law or regulation. In the event that the receiving party, or contractors on any of such party’s agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall provide prompt prior notice to the disclosing party so that it may seek a non-protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this section the receiving party will furnish only that portion of the Confidential Information which in the judgment of its counsel is legally required and will exercise reasonable efforts to obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this section by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party immediately upon such party’s request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever. Notwithstanding anything to the contrary notwithstandingcontained herein, each Party, its Affiliates, Servicer shall in no event have any obligation hereunder to destroy Mortgage Loan files or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderdocuments related thereto.

Confidentiality of Information. (a) All The Servicer and the Owner each agrees that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall used only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms purposes of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or (iii) becomes available proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to a Partymergers or acquisitions; passwords and security procedures; computer programs, software, and software documentation; customer and/or prospective client lists , mortgage loan files, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its Affiliatescustomers, or its or its Affiliates' officers, directorsclients, employees, business affairs, affiliates, subsidiaries and the affiliates of its parent organization (all of the foregoing collectively referred to as “Confidential Information”). Each party shall maintain the Confidential Information of the other in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its own confidential information that it does not want disclosed, but in no event less than a reasonable standard of care. The Owner specifies agrees that it will not use non-public personal information about the Servicer’s customers in any manner prohibited by the Xxxxx-Xxxxx-Xxxxxx Act. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know the Confidential Information to perform under this Agreement, (b) not to disclose any Confidential Information to any third party or copy Confidential Information without written approval of the disclosing party, and (c) inform those third parties and other persons who receive Confidential Information of its confidential nature and obtain their agreement to abide by the obligations set forth herein. The obligations imposed under this Agreement shall not apply to Confidential Information that is (a) made public by the party whose Confidential Information is disclosed, party, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, consultantsor (c) rightfully received from a third person having the legal right to disclose the Confidential Information free of any obligation of confidence, nor shall this Section 12.10 be deemed to prohibit any disclosure by a party that is necessary or appropriate in such party’s work with legal counsel, accountants, auditor or as required by applicable law or regulation. In the event that the receiving party, or contractors on any of such party’s agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall provide prompt prior notice to the disclosing party so that it may seek a non-protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Section 12.10, the receiving party will furnish only that portion of the Confidential Information which in the judgment of its counsel is legally required and will exercise reasonable efforts to obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this Section 12.10 by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party immediately upon such party’s request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever. Notwithstanding anything to the contrary notwithstandingcontained herein, each Party, its Affiliates, Servicer shall in no event have any obligation hereunder to destroy Mortgage Loan files or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderdocuments related thereto.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub-Recipient shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Sub-Recipient shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub- Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the agreement or to enforce that party’s rights under this Agreementagreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, or (iii) becomes available including but not limited to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in posting this Agreement to on the contrary notwithstandingState’s website. If work assignment performed in the course of this Agreement required security requirements or clearance, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is Sub-Recipient will be required to do so by lawundergo investigation. Sub-recipient acknowledges that the State shares general information, by a court or by including performance information, about Sub-recipient among and between other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to State agencies upon request of such agencies for the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party purpose of making determinations of the substance of any inquiries so that risk involved with potential, subsequent grant awards and for other purposes. Sub-recipient expressly consents and agrees to such uses by the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderState.

Confidentiality of Information. Each Bank acknowledges that some of the information furnished to such Bank pursuant to this Agreement may be received by such Bank prior to the time such information shall have been made public, and each Bank agrees that it will keep all such non-public information so furnished confidential and shall make no use of such non-public information until it shall have become public, except (a) All information disclosed by a Party in connection herewith with matters involving operations under or enforcement of this Agreement, (b) in accordance with each Bank’s obligations under law or regulation or pursuant to subpoenas or other process to make information available to governmental or regulatory agencies and considered examiners or to others (in which case such Bank agrees to inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation and except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), (c) to each Bank’s Affiliates, and its and their employees, agents, directors, officers and representatives (including accountants, legal counsel and other advisors) who need to know such Party information in connection with this Agreement to be the extent such Persons are informed of the confidential nature of such information and are instructed to keep such information confidential, proprietary (d) to Transferees and prospective Transferees and to direct or of a competitive value shall be kept confidential by the other Party indirect counterparties in connection with swaps or derivatives so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is Persons agree to be treated bound by confidentiality provisions substantially the same as confidential for purposes of this Agreement subsection 10.12, ("Confidential Information"). All information which concerns e) with the cost, design or operation prior written consent of the Athens PlantCompany, whether exchanged orally (f) to the Agent, any other Bank or in written or electronic form, and all information that is metered or telemetered Affiliate thereof (with respect to Affiliates, to the Athens Plant shall be deemed extent such Affiliates need to be Confidential Information of Athens without any requirement for marking. All information which concerns the costknow such information, design or operation are informed of the NGrid Transmission Systemconfidential nature of such information and are instructed to keep such information confidential), whether exchanged orally (g) if requested or required to do so in written connection with any litigation or electronic formsimilar proceeding (in which case such Bank shall promptly notify the Company, and all information in advance, to the extent not prohibited by law, rule or regulation), (h) that is metered has been publicly disclosed other than by reason of disclosure by such Bank or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' , officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, agents or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons representatives in violation of the terms breach of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it subsection 10.12, (i) was in connection with the public domain prior to the date hereofexercise of any remedy hereunder or under any other Loan Document, (iij) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is rating agency when required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the disclosing Party shall promptly inform the other party of the substance confidentiality of any inquiries so that confidential information relating to the other Party may take whatever action Company received by it deems appropriate including intervention from the Agent or any Bank, (k) on a confidential basis to the CUSIP Service Bureau or any similar agency in any proceeding connection with the issuance and the seeking monitoring of an injunction to prohibit such disclosure. The restrictions CUSIP numbers with respect to Confidential Information contained the Loans or (l) to market data collectors or similar service providers to the lending industry and service providers to the Agent and the Banks in this Section 13.6 shall expire three (3) years from connection with the date on which such Confidential Information was originally disclosed hereunderadministration and management of the Loan Documents.

Confidentiality of Information. (a) All financial, statistical, personal, technical, or other data and information disclosed by a Party in connection herewith and considered by such Party relative to be confidential, proprietary or of a competitive value shall be kept the COUNTY’s operations which are designated confidential by the other Party so long COUNTY and made available to the CONSULTANT to carry out services under this AGREEMENT shall be protected by CONSULTANT from unauthorized use and disclosure. CONSULTANT shall notify COUNTY of any discovered instances of breaches of confidentiality. CONSULTANT agrees to maintain confidentiality of information and records as such information is marked "confidential" or "proprietary" at the time of disclosurerequired by applicable federal, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic formstate, and local laws, regulations, and rules. CONSULTANT shall promptly submit any and all requests, from whatever source, for copies of or access to any COUNTY confidential information. CONSULTANT may disclose COUNTY confidential information to its employees, agents, and subconsultants who have: (i) a need to know such confidential information in order to perform their duties under this AGREEMENT, as determined by an appropriate COUNTY official; and (ii) a legal duty to protect the COUNTY confidential information, which may arise under this AGREEMENT or other applicable laws. CONSULTANT will ensure employees and subconsultants adopt and adhere to procedures to safeguard the confidentiality of such information. CONSULTANT shall ensure that is metered any subconsultants or telemetered with respect agents receiving confidential information related to this AGREEMENT agree to the Athens Plant shall be deemed same restrictions and conditions that apply to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered CONSULTANT with respect to such Transmission System information. CONSULTANT agrees to hold COUNTY harmless from any breach of confidentiality, as set forth in the hold harmless provisions contained herein. CONSULTANT shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information fully liable for the purpose acts or omissions of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons its employees and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions subconsultants with respect to Confidential Information contained in COUNTY confidential information. Any subcontract to perform services under this Section 13.6 AGREEMENT shall expire three (3) years contain all provisions of this section. Permission to disclose information on one occasion or at a public hearing held by COUNTY shall not authorize the CONSULTANT to further disclose or disseminate such information. CONSULTANT shall not comment publicly regarding the AGREEMENT or the COUNTY’s actions on the same. CONSULTANT shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this AGREEMENT unless prior written consent is obtained from the date on which such Confidential Information was originally disclosed hereunderCOUNTY.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub-Recipient shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Sub-Recipient shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub-Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the agreement or to enforce that party’s rights under this Agreementagreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, including but not limited to posting this Agreement on the State’s website. If work assignment performed in the course of this Agreement required security requirements or (iii) becomes available clearance, the Sub-Recipient will be required to a Partyundergo investigation. Sub-recipient acknowledges that the State shares general information, its Affiliatesincluding performance information, or its or its Affiliates' officersabout Sub-recipient among and between other State agencies upon request of such agencies for the purpose of making determinations of the risk involved with potential, directorssubsequent grant awards and for other purposes. Sub-recipient expressly consents and agrees to such uses by the State. When required by Federal program legislation, employees, agents, consultants, or contractors on a all prime construction contracts in excess of $2,000 awarded by non-confidential basis from Federal entities must include a source other than provision for compliance with the other Party if such source was not subject Xxxxx-Xxxxx Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to any prohibition against transmitting Contracts Covering Federally Financed and Assisted Construction”). Where applicable, all contracts awarded by the Confidential Information. Anything non-Federal entity in this Agreement to excess of $100,000 that involve the contrary notwithstandingemployment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so as supplemented by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party Department of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three Labor regulations (3) years from the date on which such Confidential Information was originally disclosed hereunder29 CFR Part 5).

Confidentiality of Information. (a) All The Servicer and the Owner each agree that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall used only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms purposes of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or (iii) becomes available proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to a Partymergers or acquisitions; passwords and security procedures; computer programs, loan servicing systems, software, and software documentation; customer and/or prospective client lists, mortgage loan files, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its Affiliatescustomers, or its or its Affiliates' officers, directorsclients, employees, business affairs, affiliates, subsidiaries and the affiliates of its parent organization (all of the foregoing collectively referred to as “Confidential Information”). Each party shall maintain the Confidential Information of the other in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its own confidential information that it does not want disclosed, but in no event less than a reasonable standard of care. Each party specifically agrees that it will not use non-public personal information about the mortgagors in any manner prohibited by the Xxxxx-Xxxxx-Xxxxxx Act. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know the Confidential Information to perform under this Agreement, (b) not to disclose any Confidential Information to any third party other than legal counsel, accountants and auditors without written approval of the disclosing party, and (c) inform those third parties and other persons who receive Confidential Information other than legal counsel, accountants and auditors of its confidential nature and obtain their agreement to abide by the obligations set forth herein. The obligations imposed under this Agreement shall not apply to Confidential Information that is (a) made public by the party whose Confidential Information is disclosed, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, consultantsor (c) rightfully received from a third person to receiving party’s knowledge having the legal right to disclose the Confidential Information free of any obligation of confidence, nor shall the section be deemed to prohibit any disclosure by a party that is necessary or appropriate in such party’s work with legal counsel, accountants, auditors, regulators or as required by applicable law or regulation. In the event that the receiving party, or contractors on any of such party’s agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall, if permissible, provide prompt prior notice to the disclosing party so that it may seek a non-protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this section the receiving party will furnish only that portion of the Confidential Information which in the judgment of its counsel is legally required and will exercise reasonable efforts to obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this section by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party promptly upon such party’s written request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever, except that each party may retain one copy of the Confidential Information if required for compliance or regulatory purposes. Notwithstanding anything to the contrary notwithstandingcontained herein, each Party, its Affiliates, Servicer shall in no event have any obligation hereunder to destroy Mortgage Loan files or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderdocuments related thereto.

Confidentiality of Information. (a) All The Agent, the Collateral Monitoring Agent, the Issuing Bank and the Lenders acknowledge that any information disclosed by a Party in connection herewith and considered by such Party provided to be confidential, proprietary or any of a competitive value shall be kept confidential by the other Party so long as such information them pursuant to this Article 5 which is marked "confidential" or "proprietary" at shall be delivered to the time recipient with the understanding that, subject to the provisions of disclosure, or if disclosed orallySection 10.13(e) hereof, the receiving Party confirms promptly in writing that recipient will hold all such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns Parent confidential and that the costParent, design or operation as a company whose shares are publicly traded, is relying on such understanding in delivering that information; provided, however, that, notwithstanding the foregoing, each of the NGrid Transmission SystemAgent, whether exchanged orally the Collateral Monitoring Agent, the Issuing Bank and the Lenders may disclose or in written or electronic formdisseminate such information to: (a) its directors, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultantsattorneys, accountants and contractors other professional advisors who need would ordinarily have access to know such Confidential Information for information in the purpose normal course of implementing, enforcing, the performance of their duties or interpreting this Agreement (but only so long as services with the disclosure understanding that each of such individuals will use its best efforts to hold all such information confidential; and (b) such third parties as it may, in its discretion, deem reasonably necessary or desirable in connection with or in response to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereofcompliance with any law, ordinance or governmental order, regulation, rule, policy, subpoena, investigation or request, or (ii) becomes publicly available after the date hereof other than as a result any order, decree, judgment, subpoena, notice of the unauthorized disclosure thereof discovery or similar ruling or pleading issued, filed, served or purported on its face to be issued, filed or served (x) by a Party or by an officerunder authority of any court, directortribunal, employeearbitration board of any governmental agency, agent commission, authority, board or Affiliate of a Party in violation of the terms of this Agreementsimilar entity, or (iiiy) becomes available in connection with any proceeding, case or matter pending (or on its face purported to a Partybe pending) before any court, its Affiliatestribunal, arbitration board or its or its Affiliates' officersany governmental agency, directorscommission, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosureboard or similar entity. The Agent, the disclosing Party shall promptly inform Collateral Monitoring Agent, the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding Issuing Bank and the seeking of an injunction to prohibit such disclosure. The restrictions Lenders shall have no continuing obligations with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderconfidentiality of information following an Event of Default.

Confidentiality of Information. (a) All information disclosed by a Party Each party recognizes that, in connection herewith with this Agreement, it may become privy to non-public information regarding the financial condition, operations and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information prospects of the other Party party. Each party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement, provided that each party may provide confidential information to (i) its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, agents and contractors affiliates who have a need to know such Confidential Information for information in order to effectuate the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereoftransaction, (ii) becomes publicly available after a regulatory authority with supervisory power over Purchaser, the date hereof other than as a result of Servicer or the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this AgreementCompany, or (iii) becomes available to a Partyany Person that the disclosing party reasonably believes to be necessary relating to the enforcement of such party’s rights hereunder, its Affiliatesprovided in all cases that such information is identified as confidential non-public information. Notwithstanding other provisions of this Section 11.10 or any other express or implied agreement, arrangement, or its or its Affiliates' officersunderstanding to the contrary, directorsthe Company, the Servicer and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives and other agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject ) may disclose to any prohibition against transmitting and all persons, without limitation of any kind from the Confidential Information. Anything in commencement of discussions, the purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this Agreement letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all materials of any kind (including opinions or other tax analyses) that are provided to the contrary notwithstandingParties relating to such tax treatment and tax structure, except where confidentiality is reasonably necessary to comply with securities laws. The Company and the Servicer each Partyagree that the Company and Servicer, its Affiliatesas applicable, or its or its Affiliates' officers(i) shall comply with any applicable laws and regulations regarding the privacy and security of Consumer Information including, directorsbut not limited to the Gxxxx-Xxxxx-Xxxxxx Act, employeesTitle V, agentsSubtitle A, consultants15 U.S.C. § 6801 et seq., or contractors may (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the privacy and security of Consumer Information, (iii) shall not disclose Confidential Consumer Information to third parties except at the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party specific written direction of the substance Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify the Purchaser of any inquiries so actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse effect on the Purchaser. The Company and the Servicer each agree that the other Party may take whatever action it deems appropriate including intervention in any proceeding Company and the seeking Servicer, as applicable, shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim or liability the Purchaser may suffer by reason of an injunction the Company's or the Servicer’s, as applicable, failure to prohibit such disclosure. The restrictions with respect to Confidential Information contained perform the obligations set forth in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder11.10.

Confidentiality of Information. (a) All information For the purpose of this paragraph, “State Proprietary Information” shall include all information, regardless of its format, disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub-Recipient shall be kept confidential by the other Party so long not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing and who have been instructed that such information is or may be confidential under state or federal law. Sub-Recipient is held to be treated the same standard of care in guarding State Proprietary Information as it applies to its own confidential for purposes or proprietary information and materials of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic forma similar nature, and all information that is metered or telemetered with respect no less than holding State Proprietary Information in the strictest confidence. Sub-Recipient shall protect confidentiality of State Proprietary Information from the time of receipt to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information time that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information is either returned to such persons and the use of such Confidential Information thereby complies with State or destroyed to the requirement of applicable FERC standards extent that it cannot be recalled or codes of conduct)reproduced. Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub-Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; or (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State Proprietary Information may include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that State Proprietary Information may be confidential and protected under applicable state or federal law and agrees to immediately notify the State if the Information is disclosed, either intentionally or inadvertently. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a Party breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or by an officeropen meetings laws, directorincluding but not limited to posting this Agreement on the State of South Dakota’s website. If work assignments performed in the course of this Agreement require additional security requirements or clearance, employeeSub-Recipient agrees that its officers, agents and employees may be required to undergo investigation or may be required to sign separate confidentiality agreements, and it will limit access to the confidential information and related work activities to employees that have executed such agreements. Sub-Recipient agrees to remove any employee or agent from performing work under this Agreement that has or Affiliate of a Party in violation of is suspected to have violated the terms of this Confidentiality paragraph and to immediately notify the State of such matter. Sub-Recipient will comply with any other confidentiality measures and terms included in the Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in Upon termination of this Agreement, Confidential Information may be disclosed if not already done so as part of the services performed under the Agreement, Sub-Recipient agrees to return to the NYISOState, NERC at Sub-Recipient’s cost, any State Proprietary Information or documentation maintained by Sub-Recipient regarding the services provided hereunder in a format readily useable by the State as mutually agreed by Sub-Recipient and any governmentalState. Sub-recipient acknowledges that the State shares general information, judicial or regulatory authorityincluding performance information, requiring about Sub-recipient among and between other State agencies upon request of such Confidential Information, provided that, prior to disclosure, agencies for the disclosing Party shall promptly inform the other party purpose of making determinations of the substance risk involved with potential, subsequent grant awards and for other purposes. Sub-recipient expressly consents and agrees to such uses by the State. When required by Federal program legislation, all prime construction contracts in excess of any inquiries so $2,000 awarded by non-Federal entities must include a provision for compliance with the Xxxxx-Xxxxx Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the other Party may take whatever action it deems appropriate including intervention in any proceeding employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and the seeking 3704, as supplemented by Department of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three Labor regulations (3) years from the date on which such Confidential Information was originally disclosed hereunder29 CFR Part 5).

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify protect as confidential all information and materials exchanged under this Agreement and that such persons information and materials may be used solely for the specific purpose set forth therein. The recipient of such confidential information ("the recipient") agrees that, without prior written consent of the confidential nature supplier of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of confidential information ("the terms of this Agreement. Confidential Information supplier"), the recipient shall not be deemed use, copy or divulge to subject to the restriction contained third parties or otherwise use except in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of accordance with the terms of this Agreement, any information or (iii) becomes available to a Party, its Affiliates, materials obtained from the supplier or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than through the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything supplier in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in connection with this Agreement, Confidential Information may be disclosed unless (a) the information or materials is known to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, recipient prior to disclosureobtaining same from the supplier; (b) the information or material is, at the time of disclosure to the recipient, then in public domain; (c) the information or material is obtained by the recipient from a third party who did not receive the same, directly or indirectly, from the supplier or; (d) the recipient becomes legally compelled to disclose confidential information or materials by a governmental body or court. In that event, the disclosing Party shall promptly inform recipient will provide the other party of the substance of any inquiries supplier with prompt notice so that the supplier may seek a protective order or other Party appropriate remedy and/or waive compliance (in writing) with the provisions hereof. In the event that such protective order or other remedy is not obtained, or the supplier waives, in writing, compliance with the provisions hereof, recipient will furnish only that portion of such confidential information or materials which is legally required and will exercise its reasonable efforts to obtain appropriate assurance that confidential treatment will be accorded such confidential information or materials. All confidential information will either be returned to the supplier or destroyed at its request upon termination of this Agreement. So long as Delta SkyMiles membership information is not disclosed to any third party, except under compulsion of valid legal process, nothing herein may take whatever action it deems appropriate including intervention in any proceeding and the seeking be construed to restrict Netcentives' use of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information information contained in this Section 13.6 shall expire three (3) years its own customer database obtained from its customers in the date on which such Confidential Information was originally normal course of business. So long as Netcentives' membership information is not disclosed hereunderto any third party, except under compulsion of valid legal process, nothing herein may be construed to restrict Delta's use of information contained in its own customer database from its customers in the normal course of business.

Confidentiality of Information. Each of the Lender and the Borrower hereby acknowledges that it will use the Confidential Information (adefined below) All information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by solely for the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement ("Confidential Information"). All information which concerns the costand making any necessary business judgments with respect thereto and, design in particular, determining whether or operation of the Athens Plantnot to make or obtain, whether exchanged orally or in written or electronic formas applicable, and all information that is metered or telemetered a Loan with respect to an Asset Pool. In addition, neither the Athens Plant shall be deemed to be Lender nor the Borrower will disclose any Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation prior consent of the NGrid Transmission Systemother, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect other than to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agentsauditors, consultants, and contractors who need to know such Confidential Information for counsel or affiliates of the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons Lender and the use Borrower, as applicable, each of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons whom shall be informed of the confidential nature of the Confidential Information; provided, however, that the Lender and the Borrower may disclose any such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was to any party contemplated in this Agreement or any other Loan Document for the public domain prior purposes contemplated hereunder or thereunder (including to the date hereofany permitted assignee of a Loan), (ii) becomes publicly available after the date hereof as may be required by any municipal, state, federal or other than as a result of the unauthorized disclosure thereof by a Party regulatory body having or by an officerclaiming to have jurisdiction over such party, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes in order to comply with any law, order, regulation, regulatory request or ruling applicable to such party or (iv) in the event any such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information. For purposes of this Section 9.16, “Confidential Information” shall include: (a) all information regarding one or more Asset Pools in connection with a Borrowing Request (including, but not limited to the Borrower’s, any Excluded Party’s or any Affiliated Party’s pricing, bidding, collections, returns and profitability) (the “Borrower Confidential Information”), and (b) all information pertaining to the relationship between the Borrower and the Lender evidenced by this Agreement and the other Loan Documents (the “Lender Confidential Information”). This Section 9.16 shall be inoperative as to (A) the Borrower, with respect to the Borrower Confidential Information, (B) the Lender, with respect to the Lender Confidential Information, and (C) those portions of the Confidential Information which are or become generally available to a Partythe public, its Affiliates, the Lender or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors the Borrower on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, party or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform an affiliate of the other party of or were known to the substance of any inquiries so that Lender or the Borrower on a non-confidential basis prior to its disclosure by the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderparty.

Confidentiality of Information. The Parties shall keep confidential and shall not disclose to any third party (aother than for the purposes of performing services under this Agreement) All any of the Confidential Information disclosed to either Party during the discussions or negotiations or implementation of this Agreement or at any time thereafter. The provisions of 20.1 shall not apply to any confidential information disclosed which: is or hereafter becomes part of the public domain (otherwise than as result of a breach of the provisions of 20.1 above); can be shown to have been lawfully in the possession of the Receiving Party, or its affiliates, prior to its disclosure and is not subject to any existing Contract between the Parties and/or their affiliates; is acquired by a Party in connection herewith and considered by such Party to be confidentialor its affiliates independently from a third party, proprietary or of a competitive value shall be kept confidential by the other Party so long as who lawfully acquired such information is marked "confidential" or "proprietary" at the time of disclosurewithout restriction, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design acquired or operation of the Athens Plant, whether exchanged orally developed by a Party or in written its affiliates independently without access or electronic form, and all information that is metered or telemetered with respect reference to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Disclosing Party; or is disclosed or released with prior written authorisation by the Disclosing Party to its Affiliates and its and its Affiliates' officerssatisfy an order of Court or otherwise comply with the provisions of any law or regulation in force at the time. In the event of termination or cancellation of this Agreement, directors, employees, agents, consultants, and contractors who need to know such Landlord shall return all Tenant Confidential Information for to the purpose of implementing, enforcing, Tenant or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of destroy such Confidential Information and provide a signed certificate of destruction, at Tenant’s election. DATA PROTECTION Landlord may have access to be responsible certain PPECB data for the purposes of this agreement and shall not: process the PPECB Data in any manner or for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof purpose other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything set out in this Agreement or as specifically otherwise instructed or authorised by PPECB; cause PPECB to breach or contravene any Data Protection Legislation; transfer PPECB Data across the contrary notwithstandingborder of the Republic of South Africa without the prior written consent of PPECB, each Party, its Affiliatesunless otherwise authorised by Data Protection Legislation. Landlord shall comply with all directions and instructions which may be given by PPECB regarding the processing of PPECB Data. Landlord hereby indemnifies and holds PPECB harmless from and against all Losses which PPECB may incur or suffer pursuant to any and all claims arising directly or indirectly as a result of, or related to, a breach by Landlord of its obligations under this clause. Landlord shall take all appropriate reasonable technical and organisational precautions reasonably necessary to preserve the integrity of PPECB Data and to prevent any unauthorised access, corruption or loss of PPECB Data in its Affiliates' officers, directors, employees, agents, consultants, possession or contractors may disclose Confidential Information to under its control. Landlord shall immediately notify PPECB in the extent it is required to do so by law, by a court event of Landlord’s non-compliance or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance breach of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderapplicable Data Protection Legislation.

Confidentiality of Information. (a) All information Executive agrees that, except with the prior written consent of the Company or if previously publically disclosed by a Party in connection herewith and considered by such Party to be confidentialthe Company, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" he will not, at the any time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, make any independent use of or disclose to any other person or organization, including any governmental agency, the terms and provisions of this Agreement and the discussions surrounding it, as well as any of the Company’s confidential, proprietary information or trade secrets, for a period of twenty-four (iii24) becomes available months following the Termination Date; provided that this provision does not bar disclosure of (1) information in the public domain; (2) information required to be disclosed by law, rule, or regulation; and (3) information previously disclosed to a Partythird-party by the Company who in turn discloses the information to Executive. This shall apply to any information which is of a special and unique value and includes, its Affiliateswithout limitation, both written and unwritten information relating to operations and marketing; business planning and strategies; finance; accounting; costs of providing service; operating and maintenance costs; and pricing matters. This obligation regarding the Company’s confidential, proprietary information or trade secrets is in addition to, but does not replace, any prior agreement between Executive and the Company regarding confidentiality. This paragraph does not prohibit Executive from reporting possible violations of federal and/or state law or regulation to any governmental agency or entity, including, but not limited to the Department of Justice, the Securities and Exchange Commission, Congress or any agency Inspector General and/or the Equal Employment Opportunity Commission (or a similar fair employment practices agency of Executive’s State of residence or employment) or with other similarly situated employees. Subject to applicable law, Executive covenants and agrees that Executive shall not in any way publicly disparage, call into disrepute, or otherwise defame or slander the Company or any of its subsidiaries, in any manner that would materially damage the business or reputation of the Company or any of its Affiliates' officerssubsidiaries. The Company covenants and agrees, directorson behalf of itself and its subsidiaries, employeesthat neither the Company, agentsany of it subsidiaries nor any of the officers or directors of the Company or any of its subsidiaries shall in any way publicly disparage, consultantscall into disrepute, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Informationotherwise defame or slander Executive. Anything Nothing in this Agreement to Section 8 shall preclude or restrict Executive or the contrary notwithstanding, each Party, its AffiliatesCompany or any of the subsidiaries of the Company from making truthful statements, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it Executive’s retention of documents that he is required to do so retain or disclose in his capacity as a Director of the Company, including, without limitation, those that are required by applicable law, by regulation or in connection with a court legal process or by other governmental or regulatory authorities. Notwithstanding anything contained proceeding, and making of such statements shall not be in violation of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderSection.

Confidentiality of Information. (a) From time to time, Empyrean may make available to Distributor information of a confidential nature including, but not limited to, medical and technical data, test and analysis data, marketing, application, financial, bookkeeping, business, market and customer information in a written form or orally. All information disclosed by a Party in connection herewith oral disclosures will be reduced to writing within 30 days and considered by such Party to be all confidential material, not inherently or obviously confidential, will be clearly labeled "CONFIDENTIAL". Distributor shall not disclose such information to others or use such information without the prior written consent of Empyrean, except to the extent required by law. All other data or proprietary or of a competitive value information transmitted by Empyrean to Distributor shall be kept treated by Distributor with the same care as it would exercise in the handling of its own confidential or proprietary information (which shall in every case be reasonable care) and in no event shall such information be disclosed to any person unless approved in writing in advance by Empyrean and such individual is bound by the other Party so long terms of this paragraph. Confidential or proprietary information may however be disclosed to Distributor's employees and/or distributors to such extent only as is necessary for the purposes contemplated by this Agreement and subject to such information is marked "confidential" employees and distributors being bound by the terms of this paragraph. Upon termination or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes cancellation of this Agreement ("Confidential Information"). All for any reason, all such data, proprietary information which concerns the cost, design or operation and confidential information of the Athens Plant, whether exchanged orally or in written or electronic formEmpyrean, and all information that is metered compilations and notes or telemetered with respect to the Athens Plant summaries of same, shall be deemed immediately returned by Distributor to be Confidential Information an officer of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons Empyrean and the use limitations and undertakings specified in this paragraph shall remain in effect for a period of such Confidential Information thereby complies with five years from the requirement date of applicable FERC standards termination or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms expiration of this Agreement. Confidential Information shall not be deemed information as referred to subject to the restriction contained in this Section 13.6 if it 2.6 shall not include information (i) was in the which is or becomes public domain prior to the date hereof, knowledge through no fault of Distributor; (ii) becomes publicly available after which is properly known to Distributor at the date hereof other than time of disclosure by Empyrean, as a result of the unauthorized disclosure thereof evidenced by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, Distributor's written records; or (iii) becomes available which is disclosed to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors Distributor on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed third party having no obligation of secrecy to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderEmpyrean.

Confidentiality of Information. (a) All The Servicer and the Owner each agrees that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall used only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms purposes of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or (iii) becomes available proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to a Partymergers or acquisitions; passwords and security procedures; computer programs, software, and software documentation; customer and/or prospective client lists , mortgage loan files, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its Affiliatescustomers, or its or its Affiliates' officers, directorsclients, employees, business affairs, affiliates, subsidiaries and the affiliates of its parent organization (all of the foregoing collectively referred to as “Confidential Information”). Each party shall maintain the Confidential Information of the other in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its own confidential information that it does not want disclosed, but in no event less than a reasonable standard of care. The Owner specifies agrees that it will not use non-public personal information about the Servicer’s customers in any manner prohibited by the Xxxxx-Xxxxx-Xxxxxx Act. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know the Confidential Information to perform under this Agreement, (b) not to disclose any Confidential Information to any third party or copy Confidential Information without written approval of the disclosing party, and (c) inform those third parties and other persons who receive Confidential Information of its confidential nature and obtain their agreement to abide by the obligations set forth herein. The obligations imposed under this Agreement shall not apply to Confidential Information that is (a) made public by the party whose Confidential Information is disclosed, party, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, consultantsor (c) rightfully received from a third person having the legal right to disclose the Confidential Information free of any obligation of confidence, nor shall the Section 11.10 be deemed to prohibit any disclosure by a party that is necessary or appropriate in such party’s work with legal counsel, accountants, auditor or as required by applicable law or regulation. In the event that the receiving party, or contractors on any of such party’s agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall provide prompt prior notice to the disclosing party so that it may seek a non-protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Section 11.10, the receiving party will furnish only that portion of the Confidential Information which in the judgment of its counsel is legally required and will exercise reasonable efforts to obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this Section 11.10 by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party immediately upon such party’s request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever. Notwithstanding anything to the contrary notwithstandingcontained herein, each Party, its Affiliates, Servicer shall in no event have any obligation hereunder to destroy Mortgage Loan files or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderdocuments related thereto.

Confidentiality of Information. It is anticipated that (ai) All information disclosed by the Wholesaler and the Wholesaler’s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of the Wholesaler that are conducting a Party due diligence inquiry on behalf of the Wholesaler and (ii) persons or committees, as the case may be, responsible for determining whether the Wholesaler will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (as hereinafter defined) pertaining to the Company, the Dealer Manager or their respective affiliates. The Wholesaler agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection herewith with the Wholesaler’s due diligence inquiry. The Wholesaler agrees to not disclose, and considered to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to the Wholesaler’s sales staff, financial advisors, or any person involved in carrying out the services related to the Offering as contemplated by this Agreement or to any other third party and agrees not to use the Confidential Information in any manner to carry out the services related to the Offering as contemplated by this Agreement. The Wholesaler further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Party Confidential Information, including, but not limited to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as (x) limiting access to such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that to persons who have a need to know such information is to be treated as confidential only for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation purpose of the Athens Plant, whether exchanged orally or in written or electronic form, Wholesaler’s due diligence inquiry and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information (y) informing each recipient of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to Wholesaler’s confidentiality obligation. The Wholesaler acknowledges that the Wholesaler or its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Wholesaler acknowledges that the Wholesaler or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. The Wholesaler acknowledges the restrictions and limitations of Regulation FD promulgated by the SEC and agrees that the foregoing restrictions are necessary and appropriate in order for the purpose of implementingCompany to comply therewith. Notwithstanding the foregoing, enforcingConfidential Information may be disclosed (1) if approved in writing for disclosure by the Company, (2) pursuant to a subpoena or as required by law, or interpreting this Agreement (but only so long 3) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the disclosure of such information to such persons SEC or FINRA), provided that the Wholesaler shall notify the Company and the use Dealer Manager in advance if practicable under the circumstances of such any attempt to obtain Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conductpursuant to clauses (2) and (3). Each Party agrees to notify such persons of the confidential nature of such For purposes hereof, “Confidential Information Information” shall mean and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include: (i) was in trade secrets concerning the public domain prior to business and affairs of the date hereofCompany, the Dealer Manager or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, investment strategies, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, market studies and personal information, however documented); (iv) any information marked or designated “Confidential;” and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing; provided, however, that “Confidential Information” shall not include information that is or becomes publicly available after to the date hereof public other than as a result of disclosure by the unauthorized disclosure thereof by a Party Dealer or by an officer, director, employee, agent or Affiliate of a Party its Diligence Representatives in violation of the terms breach of this Agreement, or (iii) becomes ; was available to a Party, its Affiliates, the Dealer or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors Diligence Representatives on a non-confidential basis prior to its disclosure to such Dealer or Diligence Representative in connection with this Agreement; becomes available to the Dealer or its Diligence Representatives from a source other than that is not known by the other Party if Dealer or such source was not subject Diligence Representatives to any prohibition against transmitting be otherwise prohibited from communicating such information to the Dealer or such Diligence Representatives; or is independently developed by the Dealer or its Diligence Representatives without reference to the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. Each Bank acknowledges that some of the information furnished to such Bank pursuant to this Agreement may be received by such Bank prior to the time such information shall have been made public, and each Bank agrees that it will keep all such non-public information so furnished confidential and shall make no use of such non-public information until it shall have become public, except (a) All information disclosed by a Party in connection herewith with matters involving operations under or enforcement of this Agreement, (b) in accordance with each Bank’s obligations under law or regulation or pursuant to subpoenas or other process to make information available to governmental or regulatory agencies (including self-regulatory authorities) and considered examiners or to others (in which case such Bank agrees to inform the Company promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation and except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), (c) to each Bank’s Affiliates, and its and their employees, agents, directors, officers and representatives (including accountants, legal counsel and other advisors) who need to know such Party information in connection with this Agreement to the extent such Persons are informed of the confidential nature of such information and are instructed to keep such information confidential, (d) to Transferees and prospective Transferees and to direct or indirect counterparties in connection with swaps, derivatives or other transaction under which payments are to be confidentialmade by reference to the Company and its obligations, proprietary this Agreement or of a competitive value shall be kept confidential by the other Party payments hereunder so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is Persons agree to be treated bound by confidentiality provisions substantially the same as confidential for purposes of this Agreement subsection 10.12, ("Confidential Information"). All information which concerns e) with the cost, design or operation prior written consent of the Athens PlantCompany, whether exchanged orally (f) to the Agent, any other Bank or in written or electronic form, and all information that is metered or telemetered Affiliate thereof (with respect to Affiliates, to the Athens Plant shall be deemed extent such Affiliates need to be Confidential Information of Athens without any requirement for marking. All information which concerns the costknow such information, design or operation are informed of the NGrid Transmission Systemconfidential nature of such information and are instructed to keep such information confidential), whether exchanged orally (g) if requested or required to do so in written connection with any litigation or electronic formsimilar proceeding (in which case such Bank shall promptly notify the Company, and all information in advance, to the extent not prohibited by law, rule or regulation), (h) that is metered has been publicly disclosed other than by reason of disclosure by such Bank or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' , officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, agents or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons representatives in violation of the terms breach of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it subsection 10.12, (i) was in connection with the public domain prior to the date hereofexercise of any remedy hereunder or under any other Loan Document, (iij) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is rating agency when required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the disclosing Party shall promptly inform the other party of the substance confidentiality of any inquiries so that confidential information relating to the other Party may take whatever action Company received by it deems appropriate including intervention from the Agent or any Bank, (k) on a confidential basis to the CUSIP Service Bureau or any similar agency in any proceeding connection with the issuance and the seeking monitoring of an injunction to prohibit such disclosure. The restrictions CUSIP numbers with respect to Confidential Information contained the Loans, (l) to market data collectors or similar service providers to the lending industry and service providers to the Agent and the Banks in connection with the administration and management of the Loan Documents or (m) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may be made by reference to this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderAgreement.

Confidentiality of Information. It may be necessary for a Participant to provide confidential or proprietary information with respect to its participation in the Project or a Participant may agree to develop certain confidential or proprietary information as part of the Development Work. Each Participant covenants, with respect to such confidential and proprietary information provided by such Participant, that any and all confidential and proprietary information so provided for use for this Agreement or the Project, whether or not it falls within the definition of "Confidential Information" as defined below, does not infringe upon or violate the rights or interests of any third party (a) All including any trade secret or confidentiality rights of such third party). Each Participant agrees to use the confidential and proprietary information disclosed by a Party it developed in connection herewith and considered by such Party to be confidential, proprietary with this Agreement or the Project (provided that the cost of a competitive value shall be kept confidential by the other Party so long as developing such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be has been treated as a Development Cost), and confidential for purposes of and proprietary information provided to it by any other Participant or a CapX 2020 Initiative participant or representative in connection with this Agreement and the Project or another CapX 2020 Initiative project ("Confidential Information"), solely (i) in order to evaluate and/or participate in this Agreement and/or the Project, or (ii) for other activities contemplated by this Agreement, including Development Work (each a "Permitted Purpose"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic formEach Participant shall keep Confidential Information confidential and shall not, and all information that is metered or telemetered with respect shall advise their respective Representatives (as defined below) not to, disclose to the Athens Plant shall be deemed to be any Person any Confidential Information of Athens without in any requirement for marking. All information which concerns the cost, design manner whatsoever or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be otherwise use any Confidential Information of NGrid without other than for a Permitted Purpose; provided, however, that any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the may be disclosed to a Participant's financial, technical, legal and other Party to its Affiliates and its and its Affiliates' officersprofessional advisors, directorsmembers, employees, agents, consultants, Affiliates and contractors other representatives (collectively referred to as "Representatives") who may need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting advising the Participant with respect to this Agreement (but only so long as or the disclosure of Project or another CapX 2020 Initiative project; provided, that such information to such persons and Representatives are informed by the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons Participant of the confidential nature of such the Confidential Information and that they shall be bound by the confidentiality provisions of this Section 9 to the same extent as if they were parties hereto. Each Participant agrees that it will be responsible for any unauthorized disclosure breach of such this Section 9 by any of its Representatives and for any use of the Confidential Information by such persons in violation any of the terms of this Agreementthem for any purpose other than a Permitted Purpose. Confidential Information Written documents, electronic documents and other physical information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided thatand protected hereby, prior to disclosure, the disclosing Party only if clearly and prominently marked and identified as "CONFIDENTIAL." Oral or other non-written communications shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to be deemed Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such only if it is declared to be Confidential Information was originally disclosed hereunderat the time disclosed.

Confidentiality of Information. Landlord and Tenant hereby acknowledge and agree that any information provided by any party to the other pursuant to this Agreement is confidential and shall not be shared by the receiving party with any other Person, except for disclosures: (a) All information disclosed by a Party in connection herewith and considered by such Party to be confidentialto, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" Persons agree to maintain the confidential nature thereof, Landlord’s or "proprietary" at the time of disclosureTenant’s, as applicable, actual or if disclosed orallyprospective buyers or replacement tenants (provided that Landlord shall not disclose Proprietary Information to buyers or replacement tenants without Tenant’s prior written consent); (b) to legal counsel, the receiving Party confirms promptly in writing that such information is accountants and other professional advisors to be treated Landlord or Tenant, as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the costapplicable, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information Persons agree to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of maintain the confidential nature thereof; (c) pursuant to the order of such Confidential Information and any court or administrative agency or in any pending legal or administrative proceeding, to the extent necessary in support of motions, filings, or other proceedings in court as required to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed undertaken pursuant to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or otherwise as required by applicable Legal Requirements, provided that any party is given a reasonable opportunity to obtain a protective order in connection with such disclosure; (iiid) becomes available to a Party, in connection with reporting of any Community portfolio based performance and other Community portfolio information in filings with Securities and Exchange Commission by Landlord and its Affiliates; (e) in connection with reporting requirements in filings with Securities and Exchange Commission by Tenant and its Affiliates, or its which filings may include publication of Tenant’s or its Affiliates' officers’ audited financial statements and (f) in compliance with any filing requirements, directors, employees, agents, consultantsregulations or other requirements of, or contractors upon the request or demand of, any stock exchange (or other similar entity) on a non-confidential basis from a source which Landlord’s or Tenant’s (or their respective Affiliates) shares (or other than equity interests) are listed, or of any other Governmental Authority having jurisdiction over either Landlord or Tenant. For the other Party if such source was not subject to any prohibition against transmitting avoidance of doubt and notwithstanding the Confidential Information. Anything in foregoing, Landlord and Tenant acknowledge and agree that this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information itself may be disclosed publicly filed with the applicable healthcare regulators in the applicable jurisdictions. In connection with any disclosures made pursuant to the NYISOitem (a) above, NERC and Landlord shall use commercially reasonable efforts to obtain confidentiality agreements from any governmental, judicial parties to whom it discloses financial information or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereundersensitive business information regarding Tenant.

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith Each Agent and considered by such Party the Lenders agree to be confidential, proprietary or of a competitive value shall be kept confidential by maintain the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation confidentiality of the Athens PlantInformation, whether exchanged orally or in written or electronic form, and all information except that is metered or telemetered with respect Information may be disclosed (i) to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officersthe partners, directors, officers, employees, agents, consultantstrustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure any of such information Person’s successors and permitted assigns (any of the foregoing, its “Related Parties”) (it being understood that the Persons to whom such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder; (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, in each case, other than, without Borrower’s prior written consent (in its sole discretion), a Disqualified Institution, or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be responsible for made by reference to the Borrower and its obligations, this Agreement or payments hereunder (it being understood that the list of Disqualified Institutions may be disclosed to any unauthorized disclosure of such Confidential Information by such persons assignee or Participant, or prospective assignee or Participant (other than any Disqualified Institution), in violation reliance on this clause (vi)); (vii) on a confidential basis to any rating agency; (viii) with the consent of the terms of this Agreement. Confidential Information shall not be deemed to subject Borrower; or (ix) to the restriction contained in this Section 13.6 if it extent such Information (i) was in the public domain prior to the date hereof, (iiA) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms breach of this AgreementSection, or (iiiB) becomes available to a Party, its Affiliates, such Agent or its such Lender or its Affiliates' officers, directors, employees, agents, consultants, or contractors any of their respective Related Parties on a non-confidential nonconfidential basis from a source other than the other Party Borrower. 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 source was not subject Person has exercised the same degree of care to any prohibition against transmitting maintain the Confidential Informationconfidentiality of such Information as such Person would accord to its own confidential information. Anything in In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to the contrary notwithstandingmarket data collectors, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information similar service providers to the extent it is required lending industry and service providers to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained the Agents and the Lenders in connection with the administration of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding Transaction Documents, and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderCommitments.

Confidentiality of Information. Each of the Parties shall not be entitled to disclose confidential information received in connection to execution of the Agreement without a written consent of the other Parties, except the cases pointed out in Clauses 8.3-8.5. Confidential information under this Agreement means information relating to the commercial secret of the Parties: know-how, value of services, any costs, fees, fines, information on the customers (a) All including financial information); data of the Card, Transactions, Transaction Data, Transaction Amount, АРМ and information disclosed on the Cardholder and АРМ User. Confidential information under this Agreement shall not be: information that becomes publicly available on the date of signing the Agreement or after signing it; information that is publicly available; information that was legally received by a Party in connection herewith and considered by such Party to be confidential, proprietary or before signing the Agreement; Each of a competitive value the Parties shall be kept entitled to disclose confidential information without prior coordination if it is requested by the other Party so long state institutions or supervising bodies according to the laws obligatory for a certain Party. The Parties shall also be entitled to pass the Transaction Data to the Data Center and the International Payment Systems. Magua Pay Inc. is entitled to disclose the information about the Merchant to International Payment Systems according the Rules and as such information is marked "confidential" or "proprietary" at specified by International Payment Systems. Each of the time Parties shall be entitled to disclose the fact of disclosuresigning the Agreement without prior coordination. Notwithstanding the foregoing, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to it will not be treated as confidential for purposes a breach of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted either party to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 party if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court under law or by order of a competent law enforcement or government authority DATA PROTECTION Each Party, when acting as data processor (as defined in the EU Data Protection Directive 2016/679, hereinafter the “Data Processor”), shall process personal data in accordance with applicable data protection laws. Where one party acts as the data processor (as defined in the EU Data Protection Directive 2016/679, hereinafter the “Data Processor”) of personal data which is processed by the other governmental or regulatory authorities. Notwithstanding anything contained in this Agreementparty as the Data Controller, Confidential Information may be disclosed the Data Processor shall at all times follow the Data Controller’s reasonable instructions with regards to the NYISOpersonal data processed. Merchant shall at all times ensure that Merchant have obtained from the Cardholder/АРМ User all necessary consents with regards to the processing of the Cardholder/АРМ User’s personal data including, NERC but not limited to, the right to share relevant personal data with Magua Pay Inc., the Cardholder/АРМ Provider and any governmentalother third part}' involved in the processing of your Transactions and the right to process such personal data in jurisdictions outside the European Economic Area. In any event, judicial if you proceed, such consent shall be assumed existing and any claim regarding data protection, upon your failure to obtain such consent shall burden you, solely. FORCE MAJEURE Each Part}' shall be exempted from liability for complete or regulatory authoritypartial non-execution of obligations, requiring as well as for improper execution of its obligations under the Agreement if such Confidential Informationnon-execution resulted from Force Majeure that arose after signing the Agreement and that the Party could neither foresee, provided that, prior nor prevent by reasonable measures and that directly influences the ability of the Party to disclosureexecute its obligations under the Agreement. At the commencement and cessation of Force Majeure, the disclosing Party for which it became impossible to execute its obligations, shall promptly immediately but not later than 3 (three) business days, inform the other party Parties about it which should be confirmed by the certificate issued by the relevant state authority of the substance Party in force majeure If the Part}' for which it became impossible to execute its obligations has not informed other Parties on these circumstances in time stipulated in Clause 10.2. it may not use Force Majeure as a ground for non-fulfilment of its obligations. The Part}-, for which it became impossible to execute its obligations, shall be entitled not to execute only those obligations that were directly influenced on by Force Majeure. The obligations free from Force Majeure shall be subject to execution pursuant to the Agreement. The Party, for which it became impossible to execute its obligations, shall take all reasonable measures to eliminate Force Majeure and its consequences. The Party which reasoned non-execution of its obligations under the Agreement with Force Majeure must prove the fact of presence of Force Majeure. In case the circumstances of Force Majeure or their consequences last for more than 20 (twenty) days, the Parties shall undertake to cooperate with the aim to determine new provisions for execution of the obligations under the Agreement. Should written agreement not be reached within the next 5 (five) days, any inquiries so that of the Parties shall be entitled to unilaterally terminate the Agreement having informed the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three 5 (3five) years from the date on which such Confidential Information was originally disclosed hereunderdays beforehand.

Confidentiality of Information. (a) All information Executive agrees that, except with the prior written consent of the Company or if previously publically disclosed by a Party in connection herewith and considered by such Party to be confidentialthe Company, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" he will not, at the any time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, make any independent use of or disclose to any other person or organization, including any governmental agency, the terms and provisions of this Agreement and the discussions surrounding it, as well as any of the Company’s confidential, proprietary information or trade secrets, for a period of twenty-four (iii24) becomes available months following the Retirement Date; provided that this provision does not bar disclosure of (1) information in the public domain; (2) information required to be disclosed by law, rule, or regulation; and (3) information previously disclosed to a Partythird-party by the Company who in turn discloses the information to Executive. This shall apply to any information which is of a special and unique value and includes, its Affiliateswithout limitation, both written and unwritten information relating to operations and marketing; business planning and strategies; finance; accounting; costs of providing service; operating and maintenance costs; and pricing matters. This obligation regarding the Company’s confidential, proprietary information or trade secrets is in addition to, but does not replace, any prior agreement between Executive and the Company regarding confidentiality. This paragraph does not prohibit Executive from reporting possible violations of federal and/or state law or regulation to any governmental agency or entity, including, but not limited to the Department of Justice, the Securities and Exchange Commission, Congress or any agency Inspector General and/or the Equal Employment Opportunity Commission (or a similar fair employment practices agency of Executive’s State of residence or employment) or with other similarly situated employees. Subject to applicable law, Executive covenants and agrees that Executive shall not in any way publicly disparage, call into disrepute, or otherwise defame or slander the Company or any of its subsidiaries, in any manner that would materially damage the business or reputation of the Company or any of its Affiliates' officerssubsidiaries. The Company covenants and agrees, directorson behalf of itself and its subsidiaries, employeesthat neither the Company, agentsany of it subsidiaries nor any of the officers or directors of the Company or any of its subsidiaries shall in any way publicly disparage, consultantscall into disrepute, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Informationotherwise defame or slander Executive. Anything Nothing in this Agreement to Section 8 shall preclude or restrict Executive or the contrary notwithstanding, each Party, its AffiliatesCompany or any of the subsidiaries of the Company from making truthful statements, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it Executive’s retention of documents that he is required to do so retain or disclose in his capacity as an employee of the Company, including, without limitation, those that are required by applicable law, by regulation or in connection with a court legal process or by other governmental or regulatory authorities. Notwithstanding anything contained proceeding, and making of such statements shall not be in violation of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderSection.

Confidentiality of Information. (a) All The Subservicer and the Owner each agrees that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by used only for the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement Agreement. This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to mergers or acquisitions; passwords and security procedures; computer programs, software, and software documentation; customer and/or prospective client lists, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its customers, clients, employees, business affairs, Affiliates, subsidiaries and the Affiliates of its parent organization (all of the foregoing collectively referred to as "Confidential Information"). All Neither party shall, without the prior consent of the other party, advertise or announce that it is providing or has provided services to the other party, or otherwise use any trade name, trademark, service xxxx or other information which concerns identifies the cost, design other party or operation of the Athens Plant, whether exchanged orally or its Affiliates in written or electronic form, a party's marketing and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for markingpublicity activities. Each Party party shall only be permitted to disclose maintain the Confidential Information of the other Party in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its Affiliates and its and its Affiliates' officersown confidential information that it does not want disclosed, directors, employees, agents, consultants, and contractors but in no event less than a reasonable standard of care. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know such the Confidential Information for to perform under this Agreement, (b) not to disclose any Confidential Information to any third party or copy Confidential Information without written approval of the purpose disclosing party, and (c) inform those third parties and other persons who receive Confidential Information of implementing, enforcing, or interpreting its confidential nature and obtain their agreement to abide by the obligations set forth herein. Each party shall implement all policies and procedures to ensure compliance with all applicable provisions of the Privacy Requirements. The obligations imposed under this Agreement (but only so long as the disclosure of such information shall not apply to such persons and the use of such Confidential Information thereby complies that is (a) made public by the party whose Confidential Information is disclosed, party, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, (c) necessary to be disclosed or used by either party in litigation with the requirement of applicable FERC standards other party or codes of conduct). Each Party agrees (d) rightfully received from a third person having the legal right to notify such persons of disclose the confidential nature of such Confidential Information and to be responsible for free of any unauthorized disclosure obligation of such Confidential Information by such persons in violation of the terms of confidence, nor shall this Agreement. Confidential Information shall not Section 10.05 be deemed to subject prohibit any disclosure by a party that is necessary or appropriate in such party's work with legal counsel, accountants, auditors or as required by applicable law or regulation. In the event that the receiving party, or any of such party's agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall provide prompt prior notice to the restriction contained in disclosing party so that it may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Section 13.6 if it (i) was 10.05, the receiving party will furnish only that portion of the Confidential Information which in the public domain prior judgment of its counsel is legally required and will exercise reasonable efforts to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this Section 10.05 by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party immediately upon such party's request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever. Notwithstanding anything to the contrary notwithstandingcontained herein, neither party shall in any event have any obligation hereunder to destroy Loan documents related thereto. The Subservicer and the Owner each Partyacknowledges that the provisions of the federal securities laws restrict any person who is in the possession of material, its Affiliates, non-public information regarding any company from purchasing or its selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information sell such securities. The Subservicer and the Owner each agrees to abide by such laws as they relate to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC other's securities and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith During the performance of Services and considered by such Party the provision of Software, Exigis and Customer acknowledge that they each may obtain or gain access to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all non‐public information that is metered or telemetered with respect confidential and proprietary to the Athens Plant other. As to Exigis, the term ‘Confidential Information’ (“Confidential Information”) shall be deemed mean confidential and proprietary information relating to be the internal structure and workings of Software, as well as non‐public business plans for, and potential modifications to, Services or Software. As to Customer, the term ‘Confidential Information’ shall mean Customer’s and its affiliates’ organization structures, business plans, personnel data, payroll, risk management structure, and risk management costs and needs. Each party agrees that it shall not disclose or permit the disclosure of any Confidential Information acquired in connection with this Agreement or the SOS or disclosed through the provision of Athens without Services to any requirement for marking. All information which concerns the costpersons, design entities or operation of the NGrid Transmission Systemthird parties (other than an employee, whether exchanged orally subcontractor, consultant or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information agent of the other Party party who must have access to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose performance of implementing, enforcing, or interpreting such party's obligations under this Agreement (but only so long as or the disclosure of such information to such persons SOS and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons who have been advised of the confidential nature of such Confidential Information and the obligations contained herein), unless such disclosure is specifically authorized in writing by the disclosing party. The Parties agree that any and all such disclosures and access to be responsible for any unauthorized disclosure of such Confidential Information by shall be permitted only on a need to know basis. For purposes of this Section 4, Confidential Information includes but is not limited to: (i) information belonging to either party, or to either party’s clients, customers, suppliers, contractors and other third parties doing business with such persons in violation party; and (ii) the intellectual property of either party. Each party shall protect the confidentiality of the terms other party’s Confidential Information with the same degree of care it exercises to protect its own Confidential Information, but in no event less than a reasonable degree of care. Nothing in this Agreement shall restrict either party’s use of information that is: (i) currently or becomes during the term of Services and Software publicly available through no breach of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, ; (ii) becomes publicly available after previously known to it without the date hereof other than as a result obligation of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, confidentiality; or (iii) becomes available required to be disclosed pursuant to applicable law, regulation, judicial order or other governmental authority. In the event either party receives a Party, its Affiliates, subpoena or its other validly issued administrative or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the judicial process requesting Confidential Information. Anything in this Agreement , the receiving party shall, if legally allowed, promptly notify the disclosing party of the existence, terms and circumstances surrounding such subpoena or other validly issued administrative or judicial process to permit the contrary notwithstandingdisclosing party to seek a protective order and, each Partyabsent the entry of such order, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may the receiving party shall disclose only such Confidential Information that the receiving party is advised by counsel must be disclosed by law. Both Exigis and Customer agree that Confidential Information, including both hardcopy and electronic formats, shall, to the extent it possible, be returned or destroyed upon: (i) the completion of Services and Software (whether by expiration of the SOS or termination of this Agreement pursuant to the terms hereof); and (ii) at the disclosing party’s request. The receiving party is not required to do so destroy backup copies of computer or other electronic records are automatically retained by law, by a court or by receiving party in the ordinary course of business. Exigis’ and Customer’s obligations to the other governmental or regulatory authorities. Notwithstanding anything contained in party’s Confidential Information shall terminate five (5) years after the termination of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All The Borrower and the Lender agree that the terms of the transaction set forth in this Agreement and the Loan Documents, along with the form of this Agreement and the Loan Documents and all information disclosed by a Party regarding one or more Asset Pools in connection herewith with a Borrowing Request and considered by such Party to be all confidential, proprietary and non-public information regarding MCM Capital Group, the Servicer, the Borrower and their respective subsidiaries and affiliates and their business operations, procedures, methods and plans (together with all notes, analysis, compilations, studies and other documents, whether prepared by the Borrower, the Lender, MCM Capital Group, the Servicer and their respective subsidiaries and affiliates, others, which contain or of a competitive value otherwise reflect such information (collectively, the "CONFIDENTIAL INFORMATION") shall be kept confidential by considered confidential. Therefore, the other Party so long Borrower and the Lender agree not to disclose any Confidential Information to any Person, except for affiliates of the Borrower or the Lender, as such information is marked "confidential" or "proprietary" at the time case may be, nor provide copies of disclosurethe Loan Documents, or if disclosed orallyearlier drafts of such Loan Documents, the receiving Party confirms promptly in writing that such information is to be treated as confidential any person, except for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation affiliates of the Athens PlantBorrower or the Lender, whether exchanged orally or in written or electronic formprovided, however, that the Borrower and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without Lender may disclose any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting (i) to any party contemplated in this Agreement for purposes contemplated hereunder (but only so long as the disclosure including to any permitted assignee of any such information to parties' rights) provided that such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons party shall be informed of the confidential nature of such the Confidential Information and shall agree to be responsible for any unauthorized disclosure of such Confidential Information by such persons maintain its confidentiality in violation of the terms of accordance with this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, SECTION 9.16; (ii) becomes publicly available after to the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agentsauditors, consultantscounsel or affiliates of the Lender or the Borrower, or contractors on a non-each of whom shall be informed of the confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting nature of the Confidential Information. Anything in ; (iii) as may be required by any municipal, state, federal or other regulatory body having or claiming to have jurisdiction over such party; PROVIDED, HOWEVER, any filings or other disclosures made to the Securities and Exchange Commission or any similar regulatory authority shall not disclose the name of the Lender's Parent Corporation and shall disclose only the general range of the Servicing Fees applicable under this Agreement to or the contrary notwithstanding, each Party, its Affiliates, other Loan Documents (or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required copies of any of the Loan Documents are submitted, such copies shall be redacted to do so by lawnot disclose the name of the Lender's Parent Corporation and not disclose the actual Servicing Fees applicable under the Agreement or the other Loan Documents, except to the extent that the Securities and Exchange Commission or such similar regulatory expressly requires, by a court written direction to MCM Capital Group, that such information be disclosed, (iv) in order to comply with any law, order, regulation, regulatory request or by ruling applicable to such party; PROVIDED, HOWEVER, any filings or other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed disclosures made to the NYISO, NERC Securities and Exchange Commission or any governmental, judicial or similar regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, authority shall not disclose the disclosing Party shall promptly inform the other party name of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding Lender's Parent Corporation and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.disclose only the

Confidentiality of Information. The Lenders agree (a) All information disclosed by a Party for themselves as Lenders hereunder and in connection herewith their capacity as collateral agent or pledgee under any other Loan Document and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation any assignee of the Athens Plant, whether exchanged orally Lenders' rights hereunder or in written under any other Loan Documents) that any information concerning the Borrower or electronic form, and all information that is metered or telemetered with respect any of its Subsidiaries furnished to the Athens Plant shall be deemed to be Confidential Information Lenders (including the capacity of Athens without Greenwich Street Capital Partners II, L.P. as collateral agent or pledgee under any requirement for marking. All information which concerns the cost, design other Loan Documents) by or operation on behalf of the NGrid Transmission System, whether exchanged orally Borrower or in written or electronic form, and all information that is metered or telemetered with respect any of its Subsidiaries pursuant to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information Agreement or any other Loan Document will be kept strictly confidential; provided that the foregoing shall not be deemed apply to subject to the restriction contained in this Section 13.6 if it information which (i) was is already in possession of the public domain prior Lenders, if such information is not known to the date hereofLenders to be subject to another confidentiality agreement with or another obligation of secrecy to the Borrower, any of its Subsidiaries or another Person, (ii) is or becomes publicly generally available after to the date hereof public other than as a result of a disclosure by the unauthorized disclosure thereof by a Party Lenders or by an officerany of their directors, directorofficers, employeeemployees, agent agents, representatives or Affiliate of a Party in violation of the terms of this Agreementadvisers, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors the Lenders on a non-confidential basis from a source other than the other Party if such source was not subject to Borrower or any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstandingof its Subsidiaries or their respective directors, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultantsrepresentatives or advisers, if such source is not known by the Lenders to be bound by a confidentiality agreement with or other obligation of secrecy to the Borrower or any of their Subsidiaries, or contractors another Person, or (iv) is disclosed to a prospective assignee of the Lenders in connection with the transfer or assignment of the Loans or any rights of the Lenders under the Loan Documents, provided that such prospective transferee agree in advance to keep such information strictly confidential in accordance with the provisions of this Section 8.11. Notwithstanding the foregoing, the Borrower acknowledges that the Lenders may be required to disclose Confidential Information such information or portions thereof, and if so required, will disclose such information (A) at the request of governmental or self-regulatory agencies or other authorities, (B) pursuant to subpoena or other court process, (C) to its independent auditors or (D) otherwise as required by law; provided that if the Lenders are requested or required to disclose any such information to governmental or self-regulatory agencies or other authorities, pursuant to subpoena or other court process or otherwise as required by law, the Lenders shall, if and to the extent it is required to do so by lawreasonably practicable, by a court provide the Borrower with prompt notice of such request or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreementrequirement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the Borrower may seek an appropriate protective order or other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit relief from such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderrequest or requirement.

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by The Parties acknowledge that during the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes performance of this Agreement Agreement, confidential or proprietary information (the "Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect ) may become known to the Athens Plant shall be deemed to be Confidential Information other Party. Notwithstanding any other provision of Athens without any requirement for marking. All information which concerns the costthis Agreement, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each each Party shall only be permitted to disclose protect the Confidential Information of the other Party with the same degree of care it uses to protect its own Confidential Information, but not less than a reasonable degree of care, and shall not use such information to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know own benefit or the benefit of third parties; provided that the Party disclosing such Confidential Information has notified the Party receiving the information of its confidential nature at the time such information was disclosed. The obligations of this article will remain valid for a period of two (2) years after the purpose termination of implementingthis Agreement. Notwithstanding anything to the contrary contained herein, enforcing, the term "Confidential Information" shall not include: (i) information or interpreting data which as of the date of this Agreement is in the public domain or is otherwise generally available to the public; (but only so long as ii) information or data that after the disclosure date of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards this Agreement is published or codes of conduct). Each Party agrees to notify such persons otherwise becomes part of the confidential nature of such Confidential Information and public domain or becomes generally available to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation the public other than through a breach of the terms of this Agreement. ; (iii) information or data which either Party can reasonably show was not acquired by such Party directly or indirectly from the other Party or anyone under an obligation of confidentiality to such other Party; (iv) information or data received by the either Party without restriction as to disclosure from a third Person without breach of any obligation to the other Party; (v) information which is or was independently developed by either Party without use of or reference to the Confidential Information shall not be deemed of the other Party by Persons who had no access to subject to the restriction contained in this Section 13.6 if it such Confidential Information; and (ivi) was any information filed by GEL or its affiliates in the public domain prior real property county records of any jurisdiction to the date hereof, (ii) becomes publicly available after the date hereof other than as a result provide notice to third parties of the unauthorized disclosure thereof terms, covenants and conditions of this Agreement as set forth in Section 11.7, any information filed by GEL or its affiliates to record a Party security interest or lien as set forth in Section 2.3, any information filed by an officer, director, employee, agent GEL or Affiliate its affiliates in the real property county records of a Party in violation any jurisdiction to provide notice to third parties of the terms terms, covenants and conditions of this Section 8.6 of the Joint Marketing Agreement, or (iii) becomes available to a Party, its Affiliates, any information filed by GEL or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything affiliates in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC accordance with Section 9.1 and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder19.5 ofthe Construction Contract.

Confidentiality of Information. (a) All The Borrower, the Servicer and the Lender agree that the terms of the transaction set forth in this Agreement and the Loan Documents, along with the form of this Agreement and the Loan Documents and all information disclosed by a Party regarding one or more Asset Pools in connection herewith with a Borrowing Request and considered by such Party to be all confidential, proprietary and non-public information regarding MCM Capital Group, the Servicer, the Borrower and their respective subsidiaries and affiliates and their business operations, procedures, methods and plans (together with all notes, analysis, compilations, studies and other documents, whether prepared by the Borrower, the Lender, MCM Capital Group, the Servicer and their respective subsidiaries and affiliates, others, which contain or of a competitive value otherwise reflect such information (collectively, the “Confidential Information”) shall be kept confidential by considered confidential. Therefore, the other Party so long Borrower, the Servicer and the Lender agree not to disclose any Confidential Information to any Person, except for affiliates of the Borrower or the Lender, as such information is marked "confidential" or "proprietary" at the time case may be, nor provide copies of disclosurethe Loan Documents, or if disclosed orallyearlier drafts of such Loan Documents, to any person, except for affiliates of the Borrower or the Lender, provided, however, that the Borrower, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns Servicer and the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without Lender may disclose any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting (i) to any party contemplated in this Agreement for purposes contemplated hereunder (but only so long as the disclosure including to any permitted assignee of any such information to parties’ rights) provided that such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons party shall be informed of the confidential nature of such the Confidential Information and shall agree to be responsible for any unauthorized disclosure of such Confidential Information by such persons maintain its confidentiality in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in accordance with this Section 13.6 if it (i) was in the public domain prior to the date hereof, 7.14; (ii) becomes publicly available after to the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agentsauditors, consultantscounsel or affiliates of the Lender, the Servicer or the Borrower, each of whom shall be informed of the confidential nature of the Confidential Information; (iii) as may be required by any municipal, state, federal or other regulatory body having or claiming to have jurisdiction over such party; provided, however, any filings or other disclosures made to the Securities and Exchange Commission or any similar regulatory authority shall not disclose the name of the Lender’s Parent Corporation and shall disclose only the general range of the Servicing Fees applicable under this Agreement or the other Loan Documents (or to the extent copies of any of the Loan Documents are submitted, such copies shall be redacted to not disclose the name of the Lender’s Parent Corporation and not disclose the actual Servicing Fees applicable under this Agreement or the other Loan Documents), except to the extent that the Securities and Exchange Commission or such similar regulatory authority expressly requires, by a written directive to MCM Capital Group, that such information be disclosed, (iv) in order to comply with any law, order, regulation, regulatory request or ruling applicable to such party; provided, however, any filings or other disclosures made to the Securities and Exchange Commission or any similar regulatory authority shall not disclose the name of the Lender’s Parent Corporation and shall disclose only the general range of Servicing Fee applicable under this Agreement or the other Loan Documents (or to the extent copies of any of the Loan Documents are submitted, such copies shall be redacted to not disclose the name of the Lender’s Parent Corporation and not disclose the actual Servicing Fees applicable under this Agreement or the other Loan Documents ), except to the extent that the Securities and Exchange Commission or such similar regulatory authority expressly requires, by a written directive to MCM Capital Group, that such information be disclosed, or contractors (v) in the event any such party is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information. This Section 7.14 shall be inoperative as to those portions of the Confidential Information which are or become generally available to the public or to the Lender on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting Borrower or the Confidential Information. Anything in this Agreement Servicer or were known to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by Lender on a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, non-confidential basis prior to disclosure, its disclosure by the disclosing Party shall promptly inform Borrower or the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderServicer.

Confidentiality of Information. The Lenders agree (a) All information disclosed by a Party for themselves as Lenders hereunder and in connection herewith their capacity as collateral agent or pledgee under any other Loan Document and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation any assignee of the Athens Plant, whether exchanged orally Lenders' rights hereunder or in written under any other Loan Documents) that any information concerning the Borrower or electronic form, and all information that is metered or telemetered with respect any of its Subsidiaries furnished to the Athens Plant shall be deemed to be Confidential Information Lenders (including the capacity of Athens without Greenwich Street Capital Partners II, L.P. as collateral agent or pledgee under any requirement for marking. All information which concerns the cost, design other Loan Documents) by or operation on behalf of the NGrid Transmission System, whether exchanged orally Borrower or in written or electronic form, and all information that is metered or telemetered with respect any of its Subsidiaries pursuant to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information Agreement or any other Loan Document will be kept strictly confidential; provided that the foregoing shall not be deemed apply to subject to the restriction contained in this Section 13.6 if it information which (i) was is already in possession of the public domain prior Lenders, if such information is not known to the date hereofLenders to be subject to another confidentiality agreement with or another obligation of secrecy to the Borrower, any of its Subsidiaries or another Person, (ii) is or becomes publicly generally available after to the date hereof public other than as a result of a disclosure by the unauthorized disclosure thereof by a Party Lenders or by an officerany of their directors, directorofficers, employeeemployees, agent agents, repre sentatives or Affiliate of a Party in violation of the terms of this Agreementadvisers, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors the Lenders on a non-confidential basis from a source other than the other Party if such source was not subject to Borrower or any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstandingof its Subsidiaries or their respective directors, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultantsrepresentatives or advisers, if such source is not known by the Lenders to be bound by a confidentiality agreement with or other obligation of secrecy to the Borrower or any of their Subsidiaries, or contractors another Person, or (iv) is disclosed to a prospective assignee of the Lenders in connection with the transfer or assignment of the Loans or any rights of the Lenders under the Loan Documents, provided that such prospective transferee agree in advance to keep such information strictly confidential in accordance with the provisions of this Section 8.11. Notwithstanding the foregoing, the Borrower acknowledges that the Lenders may be required to disclose Confidential Information such information or portions thereof, and if so required, will disclose such information (A) at the request of governmental or self-regulatory agencies or other authorities, (B) pursuant to subpoena or other court process, (C) to its independent auditors or (D) otherwise as required by law; provided that if the Lenders are requested or required to disclose any such information to governmental or self-regulatory agencies or other authorities, pursuant to subpoena or other court process or otherwise as required by law, the Lenders shall, if and to the extent it is required to do so by lawreasonably practicable, by a court provide the Borrower with prompt notice of such request or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreementrequirement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the Borrower may seek an appropriate protective order or other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit relief from such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderrequest or requirement.

Confidentiality of Information. Neither Peabody nor its Affiliates or Representatives shall, without the prior written consent of Rentech, disclose or otherwise make available to any other Person (a) All any non-public information disclosed of Rentech or any of its Affiliates, or information relating to its or their respective business and assets including, without limitation, business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation and maintenance of the Project; or (b) any information regarding the terms, conditions or existence of this Agreement or other agreements relating to the transaction contemplated hereby (collectively, the “Rentech Confidential Information”). Neither Rentech nor its Affiliates or Representatives shall, without the prior written consent of Peabody, disclose or otherwise make available to any other Person any non-public information of Peabody or any of its Affiliates or information regarding the terms, conditions or the existence of this Agreement or other agreements relating to the transaction contemplated hereby (the “Peabody Confidential Information” and, together with the Rentech Confidential Information, the “Confidential Information”). Notwithstanding the foregoing, (i) either Party may disclose Confidential Information of the other Party, to the extent that it in good faith determines disclosure of such Confidential Information is required by court order, a Governmental Authority or Applicable Law or the rules of any recognized national stock exchange; provided that the Party in connection herewith and considered by subject to such Party to be confidential, proprietary or restriction of a competitive value disclosure shall be kept confidential by promptly notify the other Party so long as such information is marked "confidential" and will use reasonable efforts to obtain protective orders, have a confidential treatment request granted or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered similar restraints with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each disclosure; and (ii) either Party shall only be permitted to may disclose Confidential Information of the other Party to its the disclosing Party’s Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need or Representatives; provided that each such Person agrees or is obligated by law to know such Confidential Information for maintain the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure confidentiality of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreementinformation. Confidential Information shall not be deemed to include information which (A) the Party subject to the restriction contained in on disclosure can demonstrate was known to it prior to its disclosure by such Party; (B) is, or later becomes, public knowledge without breach of this Section 13.6 if it 7.5 by such Party; (iC) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as received by such Party from a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in third party without violation of the terms an obligation of this Agreement, confidentiality; or (iiiD) becomes available to a is developed by such Party independently from Confidential Information received from the other Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than as evidenced by appropriate documentation. This Section 7.5 supersedes the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Confidentiality Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All Subject to conditions contained in this Agreement, the Direct Selling Agent shall take all necessary steps to safeguard the privacy and confidentiality of any information disclosed by a Party in connection herewith about BSNL and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as its subscribers from whom it has acquired such information by virtue of the Service provided The Direct Selling Agent shall take necessary steps to ensure that the Direct Selling Agent himself / herself and any person(s) acting on its behalf observe confidentiality of customer information Each party understands that it is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of an independently owned business entity and this Agreement ("Confidential Information"). All information which concerns the costdoes not make it, design its employees, associates or operation of the Athens Plantagents as employees, whether exchanged orally agents or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information legal representatives of the other party for any purpose whatsoever. Neither party has express or implied right or authority to assume or to undertake any obligation in respect of or on behalf of or in the name of the Other Party or to bind the Other Party in any manner. In case, any party, its Affiliates and its and its Affiliates' officersemployees, directors, associates or agents hold out as employees, agents, consultantsor legal representatives of the other party, the former party shall forthwith upon demand make good any/all loss, cost, damage including consequential loss, suffered by the other party on this account General terms and contractors who need conditions Any sum of money due and payable to know such Confidential Information the DSA shall be appropriated by BSNL and the same may be set off against any claim of BSNL for payment of a sum of money arising out of this Agreement or under any other Agreement / contract made by the DSA with BSNL Engagement by BSNL as DSA for providing service under the contract in the Company will not impose upon BSNL any obligation to provide them any employment in the Company.. The liability to insure the merchandise, if any, in the outlet(s) and in the possession of the DSA will be of the DSA and the liability for any loss or damage due to any fire, burglary, theft, etc. will be that of the DSA. That DSA hereby confirms that he/she/they shall abide all duties, regulations, circular, notification, orders etc regarding appointment of DSA issued/to be issued by BSNL from time to time The DSA shall be fully responsible for the purpose employment or payment of implementingwages to its employees and shall fully comply with all laws, enforcingrules, regulations, notifications, directions orders etc. of the Govt. whether Central, State, Local or interpreting this Agreement (but only so long as the disclosure of such information Municipal relating to such persons employment, payment of wages etc. and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party all others matter connected therewith and hereby indemnifies and agrees to notify such persons continue indemnifying BSNL in this regard In the event of the confidential nature termination of such Confidential Information and to be responsible for this agreement consequent upon breach of any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information agreement by DSA, or if DSA fails to perform / execute the contract, DSA shall not be deemed debarred by BSNL for a period of 3 years for all future dealings with BSNL DSA shall receive promotional material from BSNL, and distribute it to subject customers to educate them on the schemes of BSNL DSA shall submit all bills and claims within the stipulated time to the restriction contained in this Section 13.6 if it (i) was in nodal officer appointed by SSA head DSA shall receive Rs.20 as the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result commission for every valid CAF . Verification of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate credentials of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.new customers

Confidentiality of Information. (a) All information disclosed by a Party Customer and HBOC acknowledge that in connection herewith the course of installing and considered by such Party to be confidentialmaintaining the Software, both parties will become familiar with proprietary or trade secret information of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" concerning the other's business affairs, property, methods of operation, processing system or "proprietary" at the time of disclosureother information, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement including Customer's patient and financial data ("Confidential Information"). All Customer and HBOC hereby agree to maintain the confidentiality of this Agreement and of such information which concerns using at least the cost, design or operation degree of care and security as each uses to maintain the confidentiality of its own Confidential Information. Customer and HBOC acknowledge that their disclosure of any of the Athens Plantother's Confidential Information without the other's prior written consent, whether exchanged orally which consent shall not be unreasonably withheld, may give rise to continuing irreparable injury to the non-disclosing party, that, therefore, will be inadequately compensable in damages at law. Accordingly, the non-disclosing party shall be entitled to obtain immediate injunctive relief against the breach or threatened breach by the disclosing party of any of the foregoing undertakings, in written or electronic formaddition to any other legal remedies which may be available, and all information that is metered or telemetered with respect the disclosing party hereby consents to the Athens Plant obtaining of such injunctive relief. Neither party shall be deemed use, authorize others to be use, or disclose the Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of received from the other Party party without the disclosing party's prior written consent. Additionally, HBOC shall not use, authorize to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such use or disclose the Confidential Information for the purpose of implementingdeveloping information or statistical compilations for use by the third parties or for any other commercial exploitation. As between Customer and HBOC, enforcingall data disclosed, delivered or interpreting provided to HBOC by Customer for processing in connection with this Agreement, shall be deemed to be the exclusive property of Customer. In no event shall HBOC claim any ownership rights with respect to such data. Customer fully reserves its rights to retrieve, transport and deliver to third parties the data provided to HBOC by and all manipulations of such data. HBOC shall promptly deliver all such data to Customer or its designee upon Customer's written request and HBOC shall not delay, hinder or impede Customer's exercise of such powers, notwithstanding the pendency of any dispute between Customer and HBOC with respect to Customer's justification to so act or the pendency of any other dispute between the parties. Nothing in this Agreement (but only so long shall operate as an obstacle to Customer's right to retrieve or place such data with a third party for the disclosure provision of data processing services to Customer. Moreover, HBOC hereby waives any and all statutory and common law liens it may now or hereafter have with respect to ownership of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct)data. Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in considered confidential under this Section 13.6 if it Paragraph 4 that: (i) was in the public domain is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the date hereof, recipient or its employees or representatives; (ii) becomes publicly available after as demonstrated by prior written records, is already known to the date hereof other than as a result recipient at the time of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or hereunder; (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything is disclosed in this Agreement good faith to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required recipient by a third party having a lawful right to do so by law, by a court so; or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to (iv) is the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party subject of written consent of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit party which supplied such information authorizing disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All For the purpose of this paragraph, “State Proprietary Information” shall include all information disclosed to the Grantee by the State. Grantee acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Grantee shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this Agreement; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this Agreement; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this Agreement and who have a need to know such information. Grantee is held to the same standard of caring in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Grantee shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Grantee; (ii) becomes publicly available after was known to Grantee without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Grantee without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Grantee without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Grantee understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, as modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, SDCL 28-1-68 and applicable federal regulation and agrees to immediately notify the State if the information is disclosed, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the Agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the Agreement or to enforce that party’s rights under this Agreement, or (iii) becomes available to . The State and Grantee acknowledge that the State and its agencies and Grantee are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in breach of this Agreement for the State or Grantee to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and take any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so action that the other Party may take whatever action it deems appropriate including intervention in any proceeding and State or Grantee reasonably believe is necessary to comply with the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderSouth Dakota open records or open meetings laws.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub- Recipient shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Sub-Recipient shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub-Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28- 1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the agreement or to enforce that party’s rights under this Agreementagreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, or (iii) becomes available including but not limited to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in posting this Agreement to on the contrary notwithstandingState’s website. If work assignment performed in the course of this Agreement required security requirements or clearance, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is Sub-Recipient will be required to do so by lawundergo investigation. Sub-recipient acknowledges that the State shares general information, by a court or by including performance information, about Sub-recipient among and between other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to State agencies upon request of such agencies for the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party purpose of making determinations of the substance of any inquiries so that risk involved with potential, subsequent grant awards and for other purposes. Sub-recipient expressly consents and agrees to such uses by the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderState.

Confidentiality of Information. (a) All information disclosed by a Party Manager and Owner agree to keep confidential and not to use or to disclose to others, except as expressly consented to in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential writing by the other Party party, any and all of their respective secrets or confidential technology, proprietary information, customer lists, or trade secrets, or any confidential matter or confidential items ascertained through their association with each other; provided, however, that either party may disclose the existence and/or terms and conditions of this Agreement without the consent of the other party (i) to any Mortgagee, (ii) to either party’s directors, officers, members, partners, employees, legal counsel, accountants, engineers, architects, financial advisors and similar professionals and consultants to the extent such party deems it necessary or appropriate (and such party shall inform each of the foregoing parties of the obligations of each party under this Section 18.10 and shall secure the agreement of such parties to be bound by the terms hereof), (iii) if so required by law or applicable regulation other than laws or regulations regarding securities, so long as such information is marked "confidential" or "proprietary" at party first provides a copy of any written request for disclosure to the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that other party and consults with such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered other party with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation content of the NGrid Transmission System, whether exchanged orally disclosure and (iv) if so required by applicable securities laws or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only regulations so long as the disclosure such party provides copies of such disclosures to the other party. Manager and Owner further agree that should Manager leave the active service of Owner, Manager will turn over to Owner any and all Facility information of any kind, subject to such persons compliance with HIPAA and similar privacy regulations, and in any case excluding Manager’s Intellectual Property, reasonably necessary for Owner or a new manager to continue to operate the use Facility, including but not limited to information of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees any kind pertaining to notify such persons Residents of the Facility, business, sales, financial condition or products and Owner will return to Manager any and all of Manager’s confidential nature of such Confidential Information information obtained by Owner. All funds related to and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation accounts opened on behalf of the Facility also will be returned to Owner. Notwithstanding any terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything conditions in this Agreement to the contrary notwithstandingcontrary, each Partybut subject to restrictions reasonably necessary to comply with federal or state securities laws, its Affiliatesany person may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure. For the avoidance of doubt, this authorization is not intended to permit disclosure of the names of, or its or its Affiliates' officersother identifying information regarding, directors, employees, agents, consultantsthe participants in the transaction, or contractors may disclose Confidential Information of any information or the portion of any materials not relevant to the extent it is required to do so by law, by a court tax treatment or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party tax structure of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereundertransaction.

Confidentiality of Information. (a) All information Executive agrees that, except with the prior written consent of the Company or if previously publically disclosed by a Party in connection herewith and considered by such Party to be confidentialthe Company, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" he will not, at the any time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, make any independent use of or disclose to any other person or organization, including any governmental agency, the terms and provisions of this Agreement and the discussions surrounding it, as well as any of the Company’s confidential, proprietary information or trade secrets, for a period of twenty-four (iii24) becomes available months following the Termination Date; provided that this provision does not bar disclosure of (1) information in the public domain; (2) information required to be disclosed by law, rule, or regulation; and (3) information previously disclosed to a Partythird-party by the Company who in turn discloses the information to Executive. This shall apply to any information which is of a special and unique value and includes, its Affiliateswithout limitation, both written and unwritten information relating to operations and marketing; business planning and strategies; finance; accounting; costs of providing service; operating and maintenance costs; and pricing matters. This obligation regarding the Company’s confidential, proprietary information or trade secrets is in addition to, but does not replace, any prior agreement between Executive and the Company regarding confidentiality. This paragraph does not prohibit Executive from reporting possible violations of federal and/or state law or regulation to any governmental agency or entity, including, but not limited to the Department of Justice, the Securities and Exchange Commission, Congress or any agency Inspector General and/or the Equal Employment Opportunity Commission (or a similar fair employment practices agency of Executive’s State of residence or employment) or with other similarly situated employees. Subject to applicable law, Executive covenants and agrees that Executive shall not in any way publicly disparage, call into disrepute, or otherwise defame or slander the Company or any of its subsidiaries, in any manner that would materially damage the business or reputation of the Company or any of its Affiliates' officerssubsidiaries. The Company covenants and agrees, directorson behalf of itself and its subsidiaries, employeesthat neither the Company, agentsany of it subsidiaries nor any of the officers or directors of the Company or any of its subsidiaries shall in any way publicly disparage, consultantscall into disrepute, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Informationotherwise defame or slander Executive. Anything Nothing in this Agreement to Section 8 shall preclude or restrict Executive or the contrary notwithstanding, each Party, its AffiliatesCompany or any of the subsidiaries of the Company from making truthful statements, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it Executive’s retention of documents that he is required to do so retain or disclose in his capacity as an employee of the Company, including, without limitation, those that are required by applicable law, by regulation or in connection with a court legal process or by other governmental or regulatory authorities. Notwithstanding anything contained proceeding, and making of such statements shall not be in violation of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderSection.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub-Recipient shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Sub -Recipient shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub- Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the agreement or to enforce that part y’s rights under this Agreementagreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, or (iii) becomes available including but not limited to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in posting this Agreement to on the contrary notwithstandingState’s website. If work assignment performed in the course of this Agreement required security requirements or clearance, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is Sub-Recipient will be required to do so by lawundergo investigation. Sub-recipient acknowledges that the State shares general information, by a court or by including performance information, about Sub-recipient among and between other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to State agencies upon request of such agencies for the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party purpose of making determinations of the substance of any inquiries so that risk involved with potential, subsequent grant awards and for other purposes. Sub -recipient expressly consents and agrees to such uses by the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderState.

Confidentiality of Information. 11 If the applicant for national registration is not the same as the holder of the WHO prequalification (a“WHO PQ holder”) All then the WHO PQ holder must confirm to the NRA and to WHO via an authorization letter (as per the template annexed to Appendix 3: Part A) that the applicant is acting for, or pursuant to rights derived from, the WHO PQ holder, and that the WHO PQ holder agrees with the application of the Procedure in the country concerned. Information and documentation relating to the Product and provided by WHO to the NRA under the Procedure may include but shall not necessarily be limited to: ▪ the full WHO assessment, performance evaluation and inspection outcomes (reports); and ▪ information disclosed and documentation on changes (as defined in WHO guidance),12 as well as information and documentation on any actions taken by a Party in connection herewith WHO or participating NRAs or the manufacturer post-prequalification of the Product; and considered by ▪ all such Party data, reports, information and documentation being hereinafter referred to be confidentialas “the Information”. As regards sharing the outcomes of dossier assessments, proprietary or of a competitive value shall be kept confidential inspections and performance evaluation, only data owned by the manufacturer and WHO are shared. Sharing of any other Party so long as data is subject to the additional agreement of the data owners concerned. WHO agrees to make such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect available to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information NRA through a restricted- access website exclusively for the purpose of implementingthe assessment and accelerated registration of the Product in the Country, enforcingand any post-registration processes that may be required, or interpreting in accordance with and subject to the terms of the Procedure (“the Purpose”). The NRA agrees to treat the aforesaid Information provided by WHO as strictly confidential and proprietary to WHO, the WHO PQ holder/Applicant and/or third parties collaborating with WHO and/or the WHO PQ holder/Applicant, as applicable. In this Agreement (but regard, the NRA agrees to use such Information only so long as for the disclosure Purpose and to make no other use thereof. Thus, the NRA undertakes to maintain the Information received from WHO in strict confidence and to take all reasonable measures to ensure that: ▪ the Information received from WHO shall not be used for any purpose other than the Purpose; and ▪ the Information shall be disclosed only to persons who have a need to know for the aforesaid Purpose and are bound by confidentiality undertakings in respect of such information and documentation which are no less stringent than those contained herein. The NRA warrants and represents that it has adequate procedures in place to such persons ensure compliance with its aforesaid obligations. The obligations of confidentiality and the restrictions on use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons contained herein shall not cease on completion of the confidential nature Purpose. The obligations of such Confidential Information confidentiality and restrictions on use contained herein shall not apply to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation part of the terms of this Agreement. Confidential Information shall not be deemed which the NRA is clearly able to subject to the restriction contained in this Section 13.6 if it (i) demonstrate: ▪ was in the public domain prior or the subject of public knowledge at the time of disclosure by WHO to the date hereof, (ii) NRA under the Procedure; or ▪ becomes publicly available after the date hereof other than as a result part of the unauthorized disclosure thereof by a Party public domain or by an officer, director, employee, agent or Affiliate the subject of a Party in violation public knowledge through no fault of the terms of this Agreement, NRA; or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it ▪ is required to do so be disclosed by law, by provided that the NRA shall in such event immediately notify WHO and the Applicant in writing of such obligation and shall provide adequate opportunity to WHO and/or the Applicant to object to such disclosure or request confidential treatment thereof (provided always, however, that nothing contained herein shall be construed as a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party waiver of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.privileges and

Confidentiality of Information. (a) All In connection with this Contract, each party hereto will receive certain confidential information disclosed by a Party in connection herewith and considered by such Party relating to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for party. For purposes of this Agreement Contract, any information furnished or made available to one party relating to the financial condition, results of operation, business, customers, properties, assets, liabilities or information relating to recipients and providers, including but not limited to protected health information as defined by the Privacy Rule promulgated pursuant to the Health Insurance Portability and Accountability Act ("HIPAA) of 1996, is collectively referred to as “Confidential Information")”. All The contractor shall safeguard the use and disclosure of information which concerns the costconcerning applicants for or recipients of Title XIX services in accordance with 42 CFR Part 431, design or operation of the Athens Plant, whether exchanged orally or in written or electronic formSubpart F, and all information that is metered or telemetered shall comply with respect 45 CFR Parts 160 and 164 and shall restrict access to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons in compliance with federal and the use of such state laws and regulations. The Contractor shall treat all Confidential Information thereby complies with which is obtained by it through its performance under the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than contract as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it that confidential treatment is required to do so by provided under State and Federal law, by a court or by other governmental or regulatory authoritiesand shall not use any information so obtained in any manner except as necessary for the proper discharge of its obligations and securing of its rights hereunder. Notwithstanding anything contained in this Agreement, The parties acknowledge that the disclosure of Confidential Information may be in contravention of the provisions hereof would damage the party to whom the information disclosed relates and such party has the right to seek all remedies at law or equity to minimize such damage and to obtain compensation therefore. Public Disclosure Upon signing of the contract by all parties, terms of the contract shall become available to the NYISOpublic, NERC pursuant to the provisions of Ark. Code Xxx., § 00-00-000 et seq. Inspection of Work Performed The State of Arkansas and any governmentalits authorized representatives shall, judicial at all reasonable times, have the right to enter the Contractor's work areas to inspect, monitor, or regulatory authorityotherwise evaluate the quality, requiring such Confidential Informationappropriateness, provided thatand timeliness of work, prior to disclosureservices, the disclosing Party shall promptly inform the other party of the substance of any inquiries so or both, that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderhave been or are being performed.

Confidentiality of Information. All books, records, data and information (acollectively, the “Information”) All information disclosed furnished by a Party the Sellers or any of the Subject Companies, on the one hand, or Parent or Buyer on the other hand, to each other in connection herewith with the transactions contemplated by this Agreement shall remain and considered by such Party be deemed to be confidentialthe exclusive property of the party furnishing the Information unless and until the Closing occurs. All Information furnished by Parent or Buyer to the Sellers or any of the Subject Companies, proprietary or of a competitive value shall be kept confidential by held in strict confidence thereby to the other Party so long as extent such information is marked "confidential" or "proprietary" at not publicly available and shall not be used by such party for any purpose other than consideration of the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of transactions contemplated by this Agreement ("Confidential Information")and obtaining consents and approvals of Governmental Entities for such transactions. All information which concerns the cost, design or operation furnished by any of the Athens PlantSellers, whether exchanged orally any of the Subject Companies or in written any of their respective Affiliates to Parent or electronic formBuyer, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential covered by, and shall be treated in accordance with, the Confidentiality Agreement as if such Information of Athens without were Evaluation Materials (as defined in the Confidentiality Agreement) and shall not be used by Parent or Buyer for any requirement for marking. All information which concerns the cost, design or operation purpose other than consideration of the NGrid Transmission Systemtransactions contemplated by this Agreement and obtaining consents and approvals of Governmental Entities for such transactions. In the event that the transactions contemplated by this Agreement are not consummated, whether exchanged orally or each party shall return all Information in written or electronic formits possession which is deemed to be the exclusive property of any other party, together with all copies thereof, and shall continue to hold such Information in strict confidence and not use such information for any purpose whatsoever. Notwithstanding the foregoing, the parties (and each employee, representative, or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated herein, provided, however, that neither party (nor any employee, representative or other agent thereof) may disclose any other information that is metered or telemetered with respect not relevant to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information understanding the tax treatment and tax structure of the other Party transactions contemplated herein (including the identity of any party and any information that could lead another to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for determine the purpose identity of implementing, enforcingany party), or interpreting this Agreement (but only so long as the disclosure of such any information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by that such disclosure could result in a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance violation of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderfederal or state securities law.

Confidentiality of Information. (a) All Xxxxxxxx agrees to maintain any information disclosed by a Party in connection herewith and considered by such Party provided to be confidential, proprietary or of a competitive value shall be kept confidential it by the other Party so long as such Tenant Group under this Section 5.03, including any information is marked "confidential" or "proprietary" at the time of disclosureprovided on Exhibit “D”, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("“Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, ”) and all information that is metered or telemetered with respect agrees not to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of provide such information to such persons and any third parties, including any Governmental Agency, without the use express written consent of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information Tenant, which shall not be deemed unreasonably withheld, conditioned, or delayed, except that, upon agreement to subject to these confidentiality restrictions by the restriction anticipated recipient, such information contained in this Section 13.6 if it (i) was Lease may be provided to any accountants of Landlord in connection with the public domain prior preparation of Landlord’s financial statements or tax returns, to the date hereofagents or consultants of Landlord in connection with Xxxxxxxx’s performance of its obligations under this Lease, (ii) becomes publicly available after the date hereof other than as a result to an assignee of this Lease or purchaser of the unauthorized disclosure thereof by Property, to a Party lender or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreementprospective lender, or (iii) becomes available to a Partyperson to whom disclosure is required in connection with any action brought to enforce this Lease. In the event Applicable Law requires Landlord to provide Confidential Information to a third party, including a Governmental Agency, Landlord shall give notice to Tenant of its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if intent to comply with such source was not subject to any prohibition against transmitting Laws at least five (5) days in advance of distributing the Confidential Information. Anything in Similarly, Xxxxxx agrees to maintain any information provided to it by Landlord under this Agreement Section 5.03, including any information provided pursuant to Section 5.03.5 above, as confidential (“Landlord’s Confidential Information”) and agrees not to provide such information to any third parties, including any Governmental Agency, without the contrary notwithstandingexpress written consent of Landlord, each Partywhich shall not be unreasonably withheld, its Affiliatesconditioned, or delayed, except that, upon agreement to these confidentiality restrictions by the anticipated recipient, such information may be provided to any accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax returns, to agents or consultants of Tenant in connection with Xxxxxx’s performance of its obligations under this Lease, to an assignee of this Lease, to a lender or its Affiliates' officers, directors, employees, agents, consultantsprospective lender, or contractors may disclose to a person to whom disclosure is required in connection with any action brought to enforce this Lease. In the event Applicable Law requires Tenant to provide Landlord’s Confidential Information to the extent it is required a third party, including a Governmental Agency, Tenant shall give notice to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained Landlord of its intent to comply with such Laws at least five (5) days in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such advance of distributing Landlord’s Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All In the course of AMERICAN RESEARCH SURVEYS’ duties pursuant to this AGREEMENT, AMERICAN RESEARCH SURVEYS may gain access and obtain information, including voter lists, for PURCHASER, which information disclosed by a Party in connection herewith and considered by such Party is desired to be confidential, proprietary or of a competitive value shall be kept confidential and which may be disclosed only under limited conditions. By signing this AGREEMENT, AMERICAN RESEARCH SURVEYS and purchaser agree to: Keep confidential all PURCHASER information to which AMERICAN RESEARCH SURVEYS gains access; Access and use information only as necessary to perform the services described; Not disclose information except to the extent permitted or required by this AGREEMENT or otherwise required by applicable laws; in the other Party so long as latter case AMERICAN RESEARCH SURVEYS must inform PURCHASER prior to making the disclosure to afford PURCHASER the opportunity to challenge or otherwise lawfully seek to limit the disclosure or protect the Information disclosed; Not discuss said information in public places or outside of work; Take all necessary precautions to ensure that AMERICAN RESEARCH SURVEYS’ access and handling of information in the course of providing services under this AGREEMENT is conducted in ways that protect confidentiality to the greatest degree possible; Ensure that any sub-contactors of American Research Surveys who receive information in order to assist AMERICAN RESEARCH SURVEYS in performing the services required by this AGREEMENT agree to protect information in the same manner outlined herein; Inform PURCHASER immediately in the event of a breach of confidentiality; and Not copy or disseminate any information without the express consent of PURCHASER and, if such consent is granted, return or destroy any such copies at the termination of this AGREEMENT. American Research Surveys agrees to mitigate, to the extent practicable, any harmful effect that is known to PURCHASER of a use or disclosure of Protected Information in violation of the requirements of this Agreement. PURCHASER shall not request American Research Surveys to withhold information in any manner that would be in violation of state or federal law except for a legally permissible time frame. If requested in writing, American Research Surveys shall, upon termination, if feasible, return or destroy all information obtained for PURCHASER, or created or received by American Research Surveys on behalf of PURCHASER, within thirty (30) days of the date of termination. This provision shall apply to information that is in the possession of American Research Surveys or agents of American Research Surveys. American Research Surveys shall retain no copies of information. In the event that American Research Surveys determines returning or destroying information is marked "confidential" or "proprietary" infeasible, American Research Surveys shall provide to PURCHASER notification. Purchaser hereby agrees to indemnify and hold American Research Surveys harmless from and against any and all liability and costs, including attorney’s fees, created by a breach of this agreement by American Research Surveys, provided that American Research Surveys has exercised all reasonable care in maintaining the confidentiality of information obtained through its activities. This confidentiality obligation shall not apply to: Information which at the time of disclosure is in the public domain; Information which, after disclosure, becomes part of the public domain by publication or if disclosed orallyotherwise, except by breach of this agreement by American Research Surveys; Information which American Research Surveys can establish by reasonable proof was in their possession prior to the receiving Party confirms promptly in writing that such information is execution of this agreement; Information which American Research Surveys receives from a third party who had a right to be treated as confidential for purposes disclose it to American Research Surveys; Information which had at the date of this Agreement ("Confidential Information"). All information or subsequently been disclosed by client or other third parties without similar restrictions; Information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or is given in written or electronic form, and all information that is metered or telemetered with respect response to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcinga valid court order, or interpreting this Agreement (but only so long as is otherwise required by law; American Research Surveys will not use the disclosure of such information INFORMATION, which it is required hereunder to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible keep confidential, for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source purpose other than the other Party if such source was not subject to any prohibition against transmitting aforesaid evaluation and determination of interests, without first entering into an agreement with client covering the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosureuse thereof. The restrictions with respect to Confidential Information contained in confidentiality provisions of this Section 13.6 agreement shall expire three apply for a period of one (31) years year from the date on which such Confidential Information was originally disclosed hereunderof acceptance.

Confidentiality of Information. (a) All It may be necessary for an Owner to provide confidential or proprietary information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to its participation in the Athens Plant shall be deemed Project or an Owner may agree to be Confidential Information develop certain confidential or proprietary information as part of Athens without any requirement for marking. All information which concerns or in connection with the costconstruction, design operation or operation maintenance of the NGrid Transmission SystemProject. Each Owner covenants, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed confidential and proprietary information provided by such Owner, that any and all confidential and proprietary information so provided for use for this Agreement or the Project, whether or not it falls within the definition of “Confidential Information” as defined below, does not infringe upon or violate the rights or interests of any Third Party (including any trade secret or confidentiality rights of such Third Party). Each Owner agrees to be use the confidential and proprietary information it develops in connection with this Agreement or the Project (provided that the cost of developing such information has been treated as a Project Cost), and confidential and proprietary information provided to it by any other Owner or representative in connection with this Agreement (“Confidential Information”), solely (i) in order to participate in this Agreement and the Project or (ii) for other activities contemplated by this Agreement (each a “Permitted Purpose”). Each Owner will keep Confidential Information of NGrid without confidential and will not, and will advise its Representatives (as defined below) not to, disclose to any requirement for marking. Each Party shall only be permitted to disclose Person any Confidential Information of the in any manner whatsoever or otherwise use any Confidential Information other Party than for a Permitted Purpose; provided, however, that any Confidential Information may be disclosed to its Affiliates an Owner’s financial, technical, legal and its and its Affiliates' officersother professional advisors, directorsmembers, employees, agentsFinancing Parties and other lenders, consultants, Affiliates and contractors other representatives (collectively referred to as “Representatives”) who may need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting advising the Owner with respect to this Agreement (but only so long as or the disclosure of Project and potential transferees who are subject to a confidentiality agreement; provided, further, however, that such information to such persons and Representatives are informed by the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons Owner of the confidential nature of such the Confidential Information and that they will be bound by the confidentiality provisions of this Article 17 to the same extent as if they were parties hereto. Each Owner agrees that it will be responsible for any unauthorized disclosure breach of such this Article 17 by any of its Representatives and for any use of the Confidential Information by such persons in violation any of the terms of this Agreementthem for any purpose other than a Permitted Purpose. Written documents, electronic documents and other physical information will be deemed Confidential Information shall not and protected hereby, only if clearly and prominently marked and identified as “CONFIDENTIAL.” Oral or other non-written communications will be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information only if they are declared to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, be Confidential Information may be disclosed to at the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereundertime disclosed.

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith Xxxxx has knowledge of trade secrets and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the Affiliated Entities. In addition, HealthTronics agrees to disclose to Xxxxx from time to time trade secrets and other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information which may be necessary for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information Xxxxx to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of perform under this Agreement. Unless authorized by the Board of Directors of HealthTronics (the “Board”) in writing, Xxxxx shall not directly or indirectly, acting alone or in conjunction with others, disclose to any person or entity any Confidential Information. “Confidential Information” shall include all confidential and proprietary information of the Affiliated Entities, including, without limitation, all trade, technical or technological secrets, any details of organization or business affairs, any names of past or present customers of any Affiliated Entities, any processes, services, compensation and other employment practices, research, pricing practices, price lists and procedures, purchasing, accounting, engineering, manufacturing, production, operations, organization, finances, marketing, customer lists, blueprints, product specifications, any other information, method, technique or system, or any other confidential or proprietary information relating to the business of any Affiliated Entity. Notwithstanding the foregoing, Confidential Information shall not be deemed to subject include any information that (a) is or becomes generally available to the restriction contained in this Section 13.6 if it public (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than except as a result of the unauthorized disclosure thereof any misconduct by a Party or by an officerXxxxx, director, employee, agent or Affiliate of a Party in violation of the terms including but not limited to Xxxxx’x breach of this Agreement, Agreement or any other confidentiality obligation of Xxxxx’x) or (iiib) is or becomes lawfully available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors Xxxxx on a non-confidential basis from a source other than the other Party if such source was not subject third party without, to Xxxxx’x knowledge, breach by that third party of any prohibition against transmitting the obligation of confidence concerning that Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Nothing herein shall prevent disclosure of any Confidential Information if, upon the advice of counsel, Xxxxx is legally compelled to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring disclose such Confidential Information, provided that, that Xxxxx provides notice of any such compelled disclosure prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries disclosure by Xxxxx so that the other Party HealthTronics may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderseek a protective order or confidential treatment.

Confidentiality of Information. Lennox, Outokumpu, Heat-Transfer-JV, HTX Tech JV and any third parties acknowledge and agree that, from time to time, each party (as used herein, the “disclosing party”) will disclose to the other parties (each a “receiving party”) Confidential Information (as hereinafter defined) of the disclosing party that requires protection. Each party agrees that (a) All it will not disclose any such Confidential Information that it receives from a disclosing party and will afford such Confidential Information at least the same protections as it affords its own information of that type to any third party or (b) it will not use such Confidential Information except in furtherance of the purposes of the HTX Tech JV or except as expressly permitted by Section 8 hereof or any License (as hereinafter defined) granted thereunder. As used herein, “Confidential Information” means any information which is identified by the disclosing party as being confidential, or any information, which by its nature would reasonably be afforded such protection, and each of the parties agrees (in its capacity as a receiving party hereunder) that, if it has any question as to whether a disclosing party considers information disclosed by a Party in connection herewith and considered by such Party pursuant to this Agreement to be confidentialConfidential Information, proprietary or it will consult with the disclosing party, whose position shall be determinative unless one of the exceptions listed below apply. The restrictions on disclosure and use of a competitive value disclosing party’s Confidential Information will apply for the duration of this Agreement and for a period of ten (10) years thereafter but shall not apply to information that is or will become in the public domain through no fault of the receiving party, disclosed by the disclosing party without requirement of confidentiality to others or that can be demonstrated to have been known to the receiving party prior to its receipt. In addition, the parties agree that each will execute any necessary confidentiality agreements reasonably requested by any party or determined to be necessary for any Project, with each Project Agreement setting forth the extent to which any party’s Confidential Information shall be kept confidential by utilized in the other Party so long Project and the terms of such use. Except as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orallyspecifically set forth herein, the receiving Party confirms promptly in writing terms and conditions of any such confidentiality agreement shall have the same force and effect as if fully rewritten herein; however, at a minimum, the terms of this provision shall apply to all Projects created hereunder. During the term of this Agreement, all information that such information is any party provides to another party will be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or and in written or electronic form, and all information that is metered or telemetered accordance with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, agreements unless the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention eliminates or modifies such requirements in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderwriting.

Confidentiality of Information. The Parties shall keep confidential and shall not disclose to any third party (aother than for the purposes of performing services under this Special Conditions of Contract) All any of the Confidential Information disclosed to either Party during the discussions or negotiations or implementation of this Special Conditions of Contract or at any time thereafter. The provisions of 15.1 shall not apply to any confidential information disclosed which: is or hereafter becomes part of the public domain (otherwise than as result of a breach of the provisions of 15.1 above); can be shown to have been lawfully in the possession of the Receiving Party, or its affiliates, prior to its disclosure and is not subject to any existing Contract between the Parties and/or their affiliates; is acquired by a Party in connection herewith and considered or its affiliates independently from a third party, who lawfully acquired such information without restriction, or information which acquired or developed by such a Party or its affiliates independently without access or reference to Confidential Information of the Disclosing Party; or is disclosed or released with prior written authorisation by the Disclosing Party to satisfy an order of Court or otherwise comply with the provisions of any law or regulation in force at the time. In the event of termination or cancellation of this Special Conditions of Contract, XPARTY shall return all PPECB Confidential Information to PPECB or destroy such Confidential Information and provide a signed certificate of destruction, at PPECB’s election. DATA PROTECTION XPARTY may have access to certain PPECB data for the purposes of this Special Conditions of Contract and shall not: process the PPECB Data in any manner or for any purpose other than as set out in this Special Conditions of Contract or as specifically otherwise instructed or authorised by PPECB; cause PPECB to breach or contravene any Data Protection Legislation; transfer PPECB Data across the border of the Republic of South Africa without the prior written consent of PPECB, unless otherwise authorised by Data Protection Legislation. XPARTY shall comply with all directions and instructions which may be confidentialgiven by PPECB regarding the processing of PPECB Data. XPARTY hereby indemnifies and holds PPECB harmless from and against all Losses which PPECB may incur or suffer pursuant to any and all claims arising directly or indirectly as a result of, proprietary or related to, a breach by XPARTY of its obligations under this clause. XPARTY shall take all appropriate reasonable technical and organisational precautions reasonably necessary to preserve the integrity of PPECB Data and to prevent any unauthorised access, corruption or loss of PPECB Data in its possession or under its control. XPARTY shall immediately notify PPECB in the event of XPARTY’s non-compliance or breach of any applicable Data Protection Legislation. INTELLECTUAL PROPERTY All Intellectual Property Rights belonging to a competitive value PARTY and/or its licensors prior the Effective Date will remain vested in that PARTY and/or its licensors. Unless agreed by the parties to the contrary, reduced to writing and signed by both parties, all Intellectual Property rights in all proposals and documentation furnished by the PPECB in or in relation to this Special Conditions of Contract are and shall remain at all times vested in the PPECB. All Intellectual Property Rights in and to any PPECB Materials shall vest in and shall remain vested in PPECB and where XPARTY is provided access to any PPECB Materials, XPARTY shall use such PPECB Materials strictly in accordance with the terms of this Special Conditions of Contract. XPARTY shall perform all such actions and take all such steps as may be reasonably required for the purpose of preserving or perfecting such vesting and shall only use PPECB Intellectual Property in accordance with this Special Conditions of Contract. In the event of termination or cancellation of this Special Conditions of Contract, XPARTY shall return all PPECB Intellectual Property to PPECB. Neither Party’s trademarks nor brands shall be kept confidential used by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation any purpose without obtaining prior written consent of the Athens Plant, whether exchanged orally or in written or electronic form, relevant PARTY and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall then only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereundermanner prescribed.

Confidentiality of Information. (a) All information disclosed by a Party in connection herewith Pursuant to the negotiation, preparation and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes implementation of this Agreement and the Credit Documents, the Borrower may from time to time furnish to the Agent, the Co-Agent or any Bank written information which is identified to such Person in writing when delivered as confidential (the "Confidential Information"). All Each such Person shall use reasonable efforts to apply to any Confidential Information such procedures regarding confidentiality as it applies generally to information which concerns the costof that nature, design provided, however, that any such Person may disclose any Confidential Information or operation other documents delivered to such Person, and disclose any other information disclosed to such Person, by or on behalf of the Athens PlantBorrower or any of its Subsidiaries in connection with or pursuant to this Agreement to (i) such Person's directors, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, agents and professional consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of Agent, the unauthorized disclosure thereof by a Party Co-Agent or by an officerany Bank, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available any Person to a Party, which such Person offers to sell its Affiliates, Commitment or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything part hereof who agrees in this Agreement writing prior to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose receipt of Confidential Information to comply with this Section 15.03, (iv) any Person to which such Person sells or offers to sell a participation in all or any part of its Commitment who agrees in writing prior to the extent it is required receipt of Confidential Information to do so by comply with this Section 15.03, (v) any federal or state regulatory authority having jurisdiction over such Person, (vi) any other Person to which such delivery of disclosure may be necessary or appropriate (a) in compliance with any law, rule, regulation or other applicable to such Person, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which such Person is a party or (d) in order to protect such Person's rights under this Agreement. In connection with disclosures by a any Person pursuant to clause (vi)(b) or (c) above, such Person shall use its best efforts to notify the Borrower prior to any such disclosure unless such notification to Borrower is prohibited by court or by other governmental or regulatory authoritiesorder. Notwithstanding anything contained in this Agreementthe foregoing, any Person who discloses Confidential Information may pursuant to this Section 15.03 shall not be disclosed liable to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior Borrower for failure to disclosure, the disclosing Party shall promptly inform the other party notify Borrower of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All non-public information relating to the business of the Company or the Custodian, Fund records or the performance of this Agreement which is submitted or disclosed by a Party one party to the other during the term of this Agreement will be treated as confidential and safeguarded by the receiving party to the same extent that such party safeguards its own confidential and proprietary data, and each party will use reasonable measures and will supervise its personnel so as to prevent the disclosure of such confidential information to third persons or use of such confidential information except in connection herewith and considered by such Party with services provided under this Agreement, except as otherwise provided in this Agreement. This Section 4 shall not prevent or prohibit disclosure of any information required to be confidentialdisclosed to any governmental authority pursuant to any law, proprietary rule or of a competitive value regulation, or pursuant to lawful subpoena or judicial order; provided, however, that before making such disclosure the subject party shall, to the extent permitted by law, and to the extent practicable, tender to the other any opportunity, to be exercised at no cost or expense to the tendering party, to defend against such compulsory disclosure. This Section 4 shall not prevent or prohibit the Custodian from disclosing any information required to be kept confidential disclosed to banking regulatory agencies or authorities, or other governmental authorities, or to its internal and external auditors, or as authorized or directed by the other Party so long as Company. Disclosure of such information by the Custodian may also be made to the extent that (i) such information being disclosed is marked "confidential" or "proprietary" publicly known at the time of disclosureany proposed or actual disclosure by the Custodian through no fault or omission of the Custodian, or if disclosed orally, the receiving Party confirms promptly in writing that (ii) such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis the Custodian from a source other than the other Party if Company, provided that the Custodian does not have actual knowledge that such source was not subject to any prohibition against transmitting is bound by a confidentiality agreement with the Confidential InformationCompany. Anything in This Section 4 shall survive termination of this Agreement to Agreement. In addition and if applicable, the contrary notwithstandingCustodian hereby acknowledges that it is aware and its employees, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information and its representatives who need to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in be apprised of this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so matter have been advised that the other Party may take whatever action it deems appropriate including intervention in United States securities laws prohibit any proceeding and the seeking person who has material non-public information about a company or entity from purchasing or selling securities of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereundercompany or entity.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Sub-Recipient shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or consultants except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Sub-Recipient shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Sub-Recipient; (ii) becomes publicly available after was known to Sub-Recipient without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub- Recipient without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the agreement or to enforce that party’s rights under this Agreementagreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, or (iii) becomes available including but not limited to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in posting this Agreement to on the contrary notwithstandingState’s website. If work assignment performed in the course of this Agreement required security requirements or clearance, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is Sub-Recipient will be required to do so by lawundergo investigation. Sub-recipient acknowledges that the State shares general information, by a court or by including performance information, about Sub-recipient among and between other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to State agencies upon request of such agencies for the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party purpose of making determinations of the substance of any inquiries so that risk involved with potential, subsequent grant awards and for other purposes. Sub-recipient expressly consents and agrees to such uses by the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderState.

Confidentiality of Information. Producer hereby agrees that all information concerning the Accounts and/or Prospective Accounts and the operations of Agency (aincluding, but not limited to, expiration data and other records and information with respect thereto, as well as any lists or records of leads or prospects) All information disclosed by is Confidential Information / Trade Secrets which constitutes a Party in connection herewith proprietary asset of Agency; and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to will be treated as confidential for purposes such by Producer. Producer will not during the course of this Agreement ("Confidential Information"). All information which concerns the costor thereafter, design directly or operation indirectly make use of the Athens Plantany such proprietary assets, whether exchanged orally Trade Secrets, or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be any other Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design Agency or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officersindividuals or agencies that may be or may have been associated with Agency, directorsfor their own benefit, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of nor divulge any such information to anyone, nor allow anyone to use such persons information. Producer acknowledges that Agency’s business is highly competitive, that this Confidential Information constitutes a valuable, special and the use unique asset used by Agency in its business, and that protection of such Confidential Information thereby complies with against unauthorized disclosure and use is of critical importance to Agency. Producer hereby agrees that all software, documentation, modifications to systems or other documentation and inventions, as well as all papers, records and other materials prepared or produced by Producer under this Agreement (collectively the requirement “Developments”) shall be the sole and exclusive property of applicable FERC standards Agency, or codes of conduct)Agency’s client. Each Party Producer agrees that the Developments shall be works made for hire and that Agency shall retain all copyright, patent, trade secret, trademark and any other intellectual property rights (“Intellectual Property Rights”) in Developments. Producer hereby assigns to Agency all right, title and interest and all Intellectual Property Rights in the Developments and all extensions and renewals thereof. Producer agrees to notify execute a written assignment of such persons rights in the Developments to Agency and any other documents necessary for Agency to establish, preserve or enforce its Intellectual Property Rights in the Developments, if so requested by Agency. Producer hereby agrees not to assert at any time, and otherwise waives any rights that Producer may have in the Developments, and Producer hereby assigns to Agency all moral rights therein. Producer shall provide complete copies of the confidential nature all Developments to Agency unless otherwise directed by Agency in writing. In addition, Producer will also have access to Agency’s data processing / agency management system, with authority to access Confidential Information / Trade Secrets while working at Agency’s premises and from other remote locations. In consideration of Agency providing Producer access to such Confidential Information / Trade Secrets and to be responsible for any unauthorized disclosure of data processing system, Producer agrees that he/she will maintain such Confidential Information by such persons / Trade Secrets in violation of strict confidence, and will not disclose it to anyone without Agency’s prior written consent. Producer will not use, or permit others to use, the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source / Trade Secrets for any purpose other than the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party furtherance of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderAgency’s business interest.

Confidentiality of Information. (a) All Each of the parties hereto agrees to treat confidentially and to use all reasonable efforts to cause each of its employees, agents and representatives to treat confidentially, all information disclosed by a Party in connection herewith and considered by such Party to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orallyconcerning this Agreement, the receiving Party confirms promptly in writing Company and other parties hereto (such information, together with any analyses, compilations, forecasts, studies or other documents that contain or otherwise reflect such information is to be treated as confidential for purposes of this Agreement (information, being "Confidential Information") provided to such party or its employees, agents and representatives and shall not disclose any Confidential Information to any third party without the prior written consent of the other parties hereto, except as required to be disclosed by judicial action or other requirements of law or the rules of any applicable stock exchange or any applicable regulatory authority (and, prior to disclosing any Confidential Information, such party shall provide the other parties hereto with prior written notice of any such requirements and shall provide reasonable cooperation in giving the other parties hereto an opportunity to present objections to or requests for limitations of such requirements). All information which concerns Notwithstanding the cost, design or operation provisions of the Athens Plantprevious sentence: (i) each of the parties hereto shall have the right to provide Confidential Information to its Subsidiaries, whether exchanged orally or in written or electronic form, and all information PROVIDED that is metered or telemetered with respect prior to the Athens Plant shall be deemed provision of such information, each such Subsidiary agrees to be Confidential Information of Athens without any requirement for marking. All information which concerns bound by the cost, design or operation of confidentiality provisions contained herein; (ii) each party hereto shall have the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted right to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, agents and contractors who need to know such Confidential Information representatives for the purpose of implementingenabling or assisting such party in enforcing its rights or in performing its obligations under this Agreement; (iii) each party hereto shall have the right to provide Confidential Information to potential acquirers of its equity interest in the Company, enforcing, or interpreting this Agreement (but only so long as PROVIDED that prior to the disclosure provision of such information information, each such potential acquirer agrees to such persons be bound by the confidentiality provisions contained herein; and (iv) each party hereto shall have the use right to provide Confidential Information to potential or existing financing parties, including, but not limited to lenders that are a party to the Amended and Restated Credit Agreement, dated as of December 31, 1997, by and among the Company, Xxxx Machinery, Inc., Xxxx Rental, Inc., the Lenders party thereto, GE Capital, as Agent and Bankers Trust as Syndication Agent, PROVIDED that prior to the provision of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party information, each such potential existing financing party agrees to notify such persons of be bound by the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreementconfidentiality provisions contained herein. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (ix) was in is or becomes part of the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of the terms of this Agreement, Section 19) or (iiiy) becomes available was disclosed to a Partyparty hereto, its Affiliatesemployees, agents or representatives, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on Affiliates by a non-confidential basis from a source other than the other Party if such source third party that was not subject to bound by any prohibition against transmitting the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and confidentiality agreement with any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderhereto.

Confidentiality of Information. It is anticipated that (ai) All information disclosed by the Wholesaler and the Wholesaler ‘s officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of the Wholesaler that are conducting a Party due diligence inquiry on behalf of the Wholesaler and (ii) persons or committees, as the case may be, responsible for determining whether the Wholesaler will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (as hereinafter defined) pertaining to the Company, the Dealer Manager or their respective affiliates. The Wholesaler agrees to keep, and to cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and to not use, distribute or copy the same except in connection herewith with the Wholesaler’s due diligence inquiry. The Wholesaler agrees to not disclose, and considered to cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to the Wholesaler’s sales staff, financial advisors, or any person involved in carrying out the services related to the Offering as contemplated by this Agreement or to any other third party and agrees not to use the Confidential Information in any manner to carry out the services related to the Offering as contemplated by this Agreement. The Wholesaler further agrees to use all reasonable precautions necessary to preserve the confidentiality of such Party Confidential Information, including, but not limited to be confidential, proprietary or of a competitive value shall be kept confidential by the other Party so long as (x) limiting access to such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that to persons who have a need to know such information is to be treated as confidential only for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation purpose of the Athens Plant, whether exchanged orally or in written or electronic form, Wholesaler’s due diligence inquiry and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information (y) informing each recipient of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to Wholesaler’s confidentiality obligation. The Wholesaler acknowledges that the Wholesaler or its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Company and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Wholesaler acknowledges that the Wholesaler or its Diligence Representatives may in the future receive Confidential Information either in individual or collective meetings or telephone calls with the Company and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. The Wholesaler acknowledges the restrictions and limitations of Regulation FD promulgated by the SEC and agrees that the foregoing restrictions are necessary and appropriate in order for the purpose of implementingCompany to comply therewith. Notwithstanding the foregoing, enforcingConfidential Information may be disclosed (1) if approved in writing for disclosure by the Company, (2) pursuant to a subpoena or as required by law, or interpreting this Agreement (but only so long 3) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the disclosure of such information to such persons SEC or FINRA), provided that the Wholesaler shall notify the Company and the use Dealer Manager in advance if practicable under the circumstances of such any attempt to obtain Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conductpursuant to clauses (2) and (3). Each Party agrees to notify such persons of the confidential nature of such For purposes hereof, “Confidential Information Information” shall mean and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include: (i) was in trade secrets concerning the public domain prior to business and affairs of the date hereofCompany, the Dealer Manager or their respective affiliates; (ii) confidential data, know-how, current and planned research and development, current and planned methods and processes, investment strategies, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the Company, the Dealer Manager or their respective affiliates; (iii) information concerning the business and affairs of the Company, the Dealer Manager or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, market studies and personal information, however documented); (iv) any information marked or designated “Confidential;” and (v) any notes, analysis, compilations, studies, summaries and other material containing or based, in whole or in part, on any information included in the foregoing; provided, however, that “Confidential Information” shall not include information that is or becomes publicly available after to the date hereof public other than as a result of disclosure by the unauthorized disclosure thereof by a Party Dealer or by an officer, director, employee, agent or Affiliate of a Party its Diligence Representatives in violation of the terms breach of this Agreement, or (iii) becomes ; was available to a Party, its Affiliates, the Dealer or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors Diligence Representatives on a non-confidential basis prior to its disclosure to such Dealer or Diligence Representative in connection with this Agreement; becomes available to the Dealer or its Diligence Representatives from a source other than that is not known by the other Party if Dealer or such source was not subject Diligence Representatives to any prohibition against transmitting be otherwise prohibited from communicating such information to the Dealer or such Diligence Representatives; or is independently developed by the Dealer or its Diligence Representatives without reference to the Confidential Information. Anything in this Agreement to the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.

Confidentiality of Information. (a) All For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Vendor by the State. Vendor acknowledges that it shall have a Party in connection herewith and considered by such Party duty to be confidential, proprietary or not disclose any State Proprietary Information to any third person for any reason without the express written permission of a competitive value State officer or employee with authority to authorize the disclosure. Vendor shall be kept not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or Vendors except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Vendor is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential by or proprietary information and materials of a similar nature, and no less than holding State Proprietary Information in the other Party so long as such strictest confidence. Vendor shall protect confidentiality of the State’s information is marked "confidential" or "proprietary" at from the time of disclosure, or if disclosed orally, receipt to the receiving Party confirms promptly in writing time that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect either returned to the Athens Plant shall State or destroyed to the extent that it cannot be deemed to be Confidential Information of Athens without any requirement for markingrecalled or reproduced. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms of this Agreement. Confidential State Proprietary Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it include information that (i) was in the public domain prior at the time it was disclosed to the date hereof, Vendor; (ii) becomes publicly available after was known to Vendor without restriction at the date hereof other than as a result time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Vendor without the benefit or influence of the unauthorized disclosure thereof State’s information; (v) becomes known to Vendor without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Vendor understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by a Party SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28-1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State if the information is disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the contract except as required by an officer, director, employee, agent applicable law or Affiliate of a Party in violation of as necessary to carry out the terms of the contract or to enforce that party’s rights under this Agreement, contract. Vendor acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this contract for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or (iii) becomes available to a Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors on a non-confidential basis from a source other than open meetings laws. If work assignments performed in the other Party if such source was not subject to any prohibition against transmitting the Confidential Information. Anything in course of this Agreement to require additional security requirements or clearance, the contrary notwithstanding, each Party, its Affiliates, or its or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information to the extent it is Vendor will be required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunderundergo investigation.

Confidentiality of Information. (a) All The Subservicer and the Company each agrees that any information disclosed by a Party in connection herewith and considered by such Party documents that are furnished for the purposes of performing under this Agreement or that are produced or are otherwise furnished to be confidential, or come to the attention of either party are proprietary or of a competitive value and shall be kept confidential by the other Party so long as such information is marked "confidential" or "proprietary" at the time of disclosure, or if disclosed orally, the receiving Party confirms promptly in writing that such information is to be treated as confidential for purposes of this Agreement ("Confidential Information"). All information which concerns the cost, design or operation of the Athens Plant, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to the Athens Plant shall be deemed to be Confidential Information of Athens without any requirement for marking. All information which concerns the cost, design or operation of the NGrid Transmission System, whether exchanged orally or in written or electronic form, and all information that is metered or telemetered with respect to such Transmission System shall be deemed to be Confidential Information of NGrid without any requirement for marking. Each Party shall used only be permitted to disclose Confidential Information of the other Party to its Affiliates and its and its Affiliates' officers, directors, employees, agents, consultants, and contractors who need to know such Confidential Information for the purpose of implementing, enforcing, or interpreting this Agreement (but only so long as the disclosure of such information to such persons and the use of such Confidential Information thereby complies with the requirement of applicable FERC standards or codes of conduct). Each Party agrees to notify such persons of the confidential nature of such Confidential Information and to be responsible for any unauthorized disclosure of such Confidential Information by such persons in violation of the terms purposes of this Agreement. Confidential Information shall not be deemed to subject to the restriction contained in this Section 13.6 if it (i) was in the public domain prior to the date hereof, (ii) becomes publicly available after the date hereof other than as a result of the unauthorized disclosure thereof by a Party or by an officer, director, employee, agent or Affiliate of a Party in violation of This information includes the terms of this Agreement, technical specifications and operating manuals, services and information concerning current, future, or (iii) becomes available proposed products and services and combinations of products and services; product and services descriptions; financial information; information related to a Partymergers or acquisitions; passwords and security procedures; computer programs, software, and software documentation; customer and/or prospective client lists, and all other information relating in any way to the customer and/or prospective client; printouts; records; policies, practices and procedures; and any or all other information, data or materials relating to the business, trade secrets and technology of either party, its Affiliatescustomers, or its or its Affiliates' officers, directorsclients, employees, business affairs, affiliates, subsidiaries and the affiliates of its parent organization (all of the foregoing collectively referred to as “Confidential Information”). Neither party shall, without the prior consent of the other party, advertise or announce that it is providing or has provided services to the other party, or otherwise use any trade name, trademark, service xxxx or other information which identifies the other party or its affiliates in a party’s marketing and publicity activities. Each party shall maintain the Confidential Information of the other in confidence using the same care and discretion to avoid disclosure of Confidential Information as it uses to protect its own confidential information that it does not want disclosed, but in no event less than a reasonable standard of care; provided, however, the Trustee and the Master Servicer may disclose on a confidential basis any Confidential Information to its agents, consultantsauditors and attorneys in connection with its performance of its responsibilities hereunder and under the Pooling and Servicing Agreement. Each party further agrees to (a) restrict disclosure of Confidential Information of the disclosing party solely to persons who need to know the Confidential Information to perform under this Agreement, (b) not to disclose any Confidential Information to any third party or copy Confidential Information without written approval of the disclosing party, and (c) inform those third parties and other persons who receive Confidential Information of its confidential nature and obtain their agreement to abide by the obligations set forth herein. Each party shall implement all policies and procedures to ensure compliance with all applicable provisions of the Privacy Requirements. The obligations imposed under this Agreement shall not apply to Confidential Information that is (a) made public by the party whose Confidential Information is disclosed, party, (b) generally available to the public other than by a breach of this Agreement by the receiving party, its employees or agents, (c) necessary to be disclosed or used by either party in litigation with the other party or (d) rightfully received from a third person having the legal right to disclose the Confidential Information free of any obligation of confidence, nor shall this Section 11.09 be deemed to prohibit any disclosure by a party that is necessary or appropriate in such party’s work with legal counsel, accountants, auditors or as required by applicable law or regulation. In the event that the receiving party, or contractors on any of such party’s agents or employees, becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information of the disclosing party, such receiving party shall provide prompt prior notice to the disclosing party so that it may seek a non-protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions of this Section 11.09, the receiving party will furnish only that portion of the Confidential Information which in the judgment of its counsel is legally required and will exercise reasonable efforts to obtain assurances that confidential basis from a source other than the other Party if such source was not subject to any prohibition against transmitting treatment will be accorded the Confidential Information. Anything 52 Each party acknowledges and agrees that any breach or threatened breach of any of the provisions of this Section 12.09 by the other party will result in this Agreement immediate and irreparable harm and that any remedies at law in such event will be inadequate. The parties agree that such breaches, whether threatened or actual, will give the disclosing party the right to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity. Upon termination of the Agreement, all copies of the Confidential Information will either be destroyed or returned to the disclosing party immediately upon such party’s request. Each party agrees that it will not retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever. Notwithstanding anything to the contrary notwithstandingcontained herein, neither party shall in any event have any obligation hereunder to destroy Mortgage Loan Documents related thereto. The Subservicer and the Company each Partyacknowledges that the provisions of the federal securities laws restrict any person who is in the possession of material, its Affiliates, non-public information regarding any company from purchasing or its selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or its Affiliates' officers, directors, employees, agents, consultants, or contractors may disclose Confidential Information sell such securities. The Subservicer and the Company each agrees to abide by such laws as they relate to the extent it is required to do so by law, by a court or by other governmental or regulatory authorities. Notwithstanding anything contained in this Agreement, Confidential Information may be disclosed to the NYISO, NERC other’s securities and any governmental, judicial or regulatory authority, requiring such Confidential Information, provided that, prior to disclosure, the disclosing Party shall promptly inform the other party of the substance of any inquiries so that the other Party may take whatever action it deems appropriate including intervention in any proceeding and the seeking of an injunction to prohibit such disclosure. The restrictions with respect to Confidential Information contained in this Section 13.6 shall expire three (3) years from the date on which such Confidential Information was originally disclosed hereunder.