Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it willUnless required by law or regulation to do so or otherwise expressly permitted by the Loan Documents, and it will instruct in writing its respective attorneysno Lender, accountants and on the one hand, nor any of CPS, the Seller, the Servicer, the Purchaser or the Borrower on the other professional advisors (collectivelyhand, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate shall publish or otherwise disclose any information relating to the material terms of the terms and conditions Class A Commitment or the Class B Commitment, any of this Agreement the Loan Documents or any information regarding the other party’s business learned in the course of dealing transactions contemplated hereby or performance hereunder thereby (collectively, “Confidential Information”)) to any Person (other than its own advisors, Levxxx Xxixxxxxx Xxpital Partners IV, any monoline insurance company that has insured a security in any securitization sponsored by CPS or any of its Affiliates or Subsidiaries and any institutional creditors or potential institutional creditors of CPS and its Affiliate and Subsidiaries to the extent reasonably necessary) without the prior written consent of the other; provided, however, provided that nothing in this subsection 1(a) will herein shall be construed to prohibit disclosure any party from issuing a press release announcing the consummation of such Confidential Information: the transactions contemplated by the Loan Documents. No party shall publish any press release naming the other party without the prior written consent of the other (which consent shall not be unreasonably withheld). For avoidance of doubt, it is agreed that to the extent Seller determines that it is required by law (i) by each party to report its respective financial officersentry into this Agreement and the other Loan Documents in a current report on Form 8-K of the Securities and Exchange Commission, managementwhich report must file as exhibits at least this Agreement, Affiliatesthe Sale and Servicing Agreement, bankers or others as may be reasonably necessary in and the operation of its respective business; Security Agreement, (ii) to make reference to such agreements and the Commitments in its periodic reports to be filed respecting time periods that include all or part of the Term, or (iii) to otherwise make any filing or report with any Governmental Authority, it shall do so. Notwithstanding the foregoing, the Administrative Agent, the Lenders and any Participant may disclose the Confidential Information (i) to any of their respective Affiliates and to their and their respective Affiliates' officers, directors, managers, administrators, trustees, employees, agents, accountants, legal counsel and other representatives (collectively, the “Lender Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) to the extent required by each applicable law, regulation, subpoena or other legal process, (iii) to the extent requested by any governmental or regulatory authority purporting to have jurisdiction over such party (including any self-regulatory authority), (iv) to its respective Advisors Standard & Poor's, Mooxx'x, Xitch or any other nationally recognized statistical rating organization, (v) to any other party hereto, (vi) in connection with the exercise of any remedies hereunder or under any other or the Loan Documents or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vii) pursuant to Section 9.03(e), (viii) with the consent of the Borrower, or (ix) to the extent that such disclosure is in information (a) was or becomes available to such party from a source other than CPS or the opinion Borrower, (b) has been independently acquired or developed by any such party without violating any of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; their respective obligations under this Agreement or (ivc) becomes publicly available other than as a result of a breach of this Section. This confidentiality agreement shall apply to any judicialand all information relating to the Commitments, governmental or regulatory agencies; or (v) by Company to any of its investors the Loan Documents and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to transactions contemplated hereby and thereby at any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at on or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestdate hereof.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Properties or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such press release will ultimately be determined by the Member issuing or providing same and the foregoing shall not constitute a consent right)), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and will cooperate with Label in protecting against any such disclosure and/or, other matters relating to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at transaction which either Member determines is necessary or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestappropriate.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it The parties hereto will, and it will instruct in writing its respective attorneys, accountants cause each of their Affiliates and other professional advisors (collectively, “Advisors”) Representatives to, hold in confidence and not communicatemaintain the confidentiality of this Agreement. The parties agree that public announcements or press release, transmitif any, publish, disseminate or otherwise disclose any of the terms and conditions of with respect to this Agreement or any information regarding the other party’s business learned transactions contemplated hereby shall be mutually approved in advance by the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentialityparties; provided, however, that, notwithstanding any provision hereof or in the Confidentiality Agreement to the contrary, a party may, without the prior to consent of the other parties hereto, (i) issue or cause publication of any such disclosure under press release or public announcement to the extent that such party reasonably determines, after consultation with outside legal counsel, such action to be required by law or by the rules of any applicable self-regulatory organization (including, without limitation, federal and state securities laws and the rules and regulations of the NYSE or NASDAQ), in which event such party will use its commercially reasonable efforts to allow the other parties hereto reasonable time to comment on such press release or public announcement in advance of its issuance, and (ii) disclose that it has entered into this Agreement and the other Transaction Documents, and may provide and disclose information regarding this Agreement, the parties to this Agreement and the other Transaction Documents, the Real Property, the Facilities, and the other assets and properties subject hereto and thereto, and such additional information which such party may reasonably deem necessary, to its proposed investors in connection with a public offering or private offering of securities (including, without limitation, the offerings to be conducted by Medical Properties Trust, Inc. in anticipation of the transactions contemplated herein), or any current or prospective lenders with respect to its financing, and to investors, analysts and other parties in connection with earnings calls and other normal communications with investors, analysts and other parties, or (iii) include any information in a prospectus, prospectus supplement or (iv)other offering circular or memorandum in connection with public or private capital raising or other activities undertaken by such party. Notwithstanding the foregoing, Company will give Label reasonable advance notice nothing in this Section 7.5 shall prohibit any Equity Holder from disclosing the terms of the Merger and this Agreement to any investor in such disclosure and will cooperate with Label Equity Holder, in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope ordinary course of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving PartyEquity Holder’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestbusiness.

Confidentiality; Press Releases. Each Member shall keep confidential all information of a confidential nature obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such confidential information to (a) Each party (each a “Disclosing Party”) agrees that it willits advisors, and it will instruct in writing its respective attorneysagents, employees, trustees, lenders, franchisors, consultants, lawyers, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others service providers as may be reasonably necessary in the operation furtherance of such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements, and to potential transferees of its respective business; percentage interests provided that such potential transferees enter into customary confidentiality agreements, with the Company expressly stated therein to be a third party beneficiary thereof, (b) its investors (together with the parties listed in clause (a), collectively, the “Member Representatives”), and (c) to the extent required by any party's reporting or other filing requirements under the rules and regulations of the Securities and Exchange Commission or Federal securities law, including, without limitation, to the extent disclosure is required on Form 8(k) with respect to the transaction contemplated hereby or as required by any securities exchange. Notwithstanding anything in this Agreement to the contrary, to comply with Regulations 1.6011-4(b)(3)(i), each Member (and any employee, representative or other agent of such Member) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Company or any transactions undertaken by the Company, it being understood and agreed, for this purpose, (a) the name of, or any other identifying information regarding (i) the Company or any existing or future Member (or any affiliate thereof) in the Company, or (ii) any investment or transaction entered into by each party to its respective Advisors the Company; and (b) any performance information relating to the extent Company, does not constitute such tax treatment or tax structure information. Furthermore, the foregoing confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than as a result of acts by the recipient party or its Representatives in breach of this Section, (ii) is in the recipient party’s possession or the possession of its Representatives prior to disclosure by the disclosing party, (iii) is disclosed to the recipient party or its Representatives by a third party, provided that the source of such disclosure information is not known by such recipient party or any of its Representatives receiving such information to be prohibited from transmitting such information to such recipient party or its Representatives by a contractual, legal, fiduciary or other obligation, (iv) is independently derived by the recipient party or its Representatives without the aid, application or use of the confidential information, (v) is in the opinion of such Advisors counsel to the disclosing party, required to enable be disclosed to comply with any mandatory provision of law, any directive from a government recognized stock exchange on which such Advisors fully party is listed or a binding decision from a court or another government body, (vi) constitutes a generic disclosure about business and pipeline of a party or any affiliate of a party made in the ordinary course of business and would not reasonably be expected to represent identify the non-disclosing party concerned; or the Assets or (iiivii) in connection with any legal corporate presentations, earnings calls, earnings releases, press releases (provided that Members shall confer and afford one another a reasonable opportunity to review and provide reasonable comment on any press release to be issued by a Member disclosing the transaction or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors economic terms and bona fide potential investors the appropriate time for making such release (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of but the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice contents of any such press release will ultimately be determined by the Member issuing or providing same and the foregoing shall not constitute a consent right)), investor reports, investor conference calls or investor meetings which may include, without limitation, disclosure of economic terms and will cooperate with Label in protecting against any such disclosure and/or, other matters relating to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at transaction which either Member determines is necessary or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestappropriate.

Confidentiality; Press Releases. (a) Each Subject to the further provisions of this Section 14.13, each party (each a “Disclosing Party”) hereto agrees that it will(i) the provisions of this Agreement, and it will instruct in writing (ii) all non-public information received from the other party or its respective attorneysAffiliates and relating to the other party or its Affiliates or the Property, accountants shall be, and be kept, confidential, and shall not be disclosed to any other professional advisors Person, except for disclosure (collectively, “Advisors”I) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding with the other party’s business learned in consent, (II) by any party to such party’s Affiliates; provided that such Affiliates are bound to a similar duty of confidentiality (it being agreed that such party shall be responsible and liable to the course other party for any breach of dealing this Section 14.13 by its Affiliates), (III) by any party to any directors, officers, employees, consultants, advisors, actual or performance hereunder (collectivelypotential investors or lenders, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to or its respective financial officers, management, Affiliates, bankers who agree to hold confidential such information substantially in accordance with the terms of this Section 14.13 or others who are otherwise bound by a duty of confidentiality to such party or its Affiliates (it being agreed that such party shall be responsible and liable to the other party for any breach of this Section 14.13 by its Affiliates), (IV) as may be reasonably necessary in the operation of its respective business; (ii) required by each party legal requirements, including for internal audit, financial and tax purposes, and including disclosures to its respective Advisors any governmental authority having jurisdiction to require disclosure or to any arbitral body to the extent that required by same, or by any securities laws or stock exchange regulations applicable to such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; or its Affiliates (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, (A) prior to any disclosing such disclosure under (iii) or (iv)confidential information, Company will give Label such disclosing party shall use its reasonable advance best efforts to notify the other party thereof, which notice of any shall include the basis upon which such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to disclosing party believes the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant disclosed, and (B) such disclosing party shall, if requested by the other party and to any statutethe extent practicable, regulationreasonably cooperate with the other party to protect the continued confidentiality thereof), order, subpoena or document discovery request(V) in the case of a proceeding to resolve a dispute between the parties. Nothing herein shall (i) prohibit Purchaser from disclosing information concerning the Property from and after the Closing (except for information pertaining to Seller and/or Seller’s period of ground tenancy) or (ii) prohibit either party from disclosing such information described in Section 14.13(a)(IV).

Confidentiality; Press Releases. Neither Affiliate nor Network shall disclose (awhether orally or in writing, or by press release or otherwise) Each to any third party (other than each a “Disclosing Party”) agrees that it willparty's respective officers, directors and employees, in their capacity as such, and it will instruct in writing its their respective auditors and attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by such officers, directors, employees, auditors or attorneys), any information with respect to the terms and provisions of this Agreement, any information obtained in this subsection 1(a) will prohibit disclosure any inspection and/or audit of the other party's books and records, any information contained in any data or report required or delivered hereunder or any materials related thereto; and Network shall not use or disclose to any third party any information regarding Affiliate's promotion of a Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies, as well as the results therefrom, and any information regarding Affiliate's, any affiliate of Affiliate's or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the number of such Confidential Information: subscribers, including Alternative Technology subscribers except (as to all of the preceding): (i) by each to the extent necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation making such disclosure) and shall seek confidential treatment of its respective businesssuch information; (ii) by each party as part of its normal reporting or review procedure to its respective Advisors parent company, its auditors or its attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the extent that provisions of this Section 12 by such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concernedparent company, its auditors or attorneys; (iii) in connection with any legal order to enforce its rights or governmental proceedingperform its obligations pursuant to this Agreement provided that prior to such disclosure such party shall seek confidential treatment of such information; or and (iv) if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. Network shall not use or disclose information (whether personally identifiable information or not) to any judicial, governmental third party regarding Affiliate's or regulatory agencies; any affiliate of Affiliate's cable television subscribers or (v) by Company to any of its investors and bona fide potential investors Alternative Technology subscribers (unless such investor information is obtained from the subscribers themselves in a communication that does not violate the provisions of Section 7(f) hereof) and shall not engage in any direct mailing or potential investor is an Other Partytelephone solicitation, subject for any purpose, to paragraph 13(l) cable television subscribers or Alternative Technology subscribers of Affiliate or any affiliate of Affiliate. This Section 12 shall survive, indefinitely, the expiration or termination of this Agreement regardless of the Term Sheet), provided that reason for such Persons are obligated by a written agreement, policy expiration or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requesttermination.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it willUnless required by law or regulation to do so, and it will instruct in writing its respective attorneysneither the Note Purchaser on the one hand, accountants and nor any of the Seller, the Servicer, the Purchaser or the Issuer on the other professional advisors (collectivelyhand, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate shall publish or otherwise disclose any information relating to the material terms of the terms and conditions Commitment, any of this Agreement the Basic Documents or the transactions contemplated hereby or thereby to any information regarding Person (other than its own advisors to the extent reasonably necessary) without the prior written consent of the other; provided that nothing herein shall be construed to prohibit any party from issuing a press release announcing the consummation of the transactions contemplated by the Basic Documents. Any party hereto issuing any such press release hereby agrees to provide the other party’s business learned in parties hereto with a reasonable opportunity to review and comment on such press release prior to the course issuance thereof. No party shall publish any press release naming the other party to which such other parties shall have reasonably objected. For avoidance of dealing or performance hereunder (collectivelydoubt, “Confidential Information”); provided, however, it is agreed that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: Seller is required by law (i) by each party to report its respective financial officersentry into this Agreement and the other Basic Documents in a current report on Form 8-K of the Securities and Exchange Commission, managementwhich report must file as exhibits at least this Agreement, Affiliatesthe Sale and Servicing Agreement, bankers or others as may be reasonably necessary in and the operation of its respective business; Indenture, and (ii) by each party to make reference to such agreements and the Commitment in its respective Advisors periodic reports to be filed respecting time periods that include all or part of the Term. This confidentiality agreement shall apply to any and all information relating to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicialCommitment, governmental or regulatory agencies; or (v) by Company to any of its investors the Basic Documents and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to transactions contemplated hereby and thereby at any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at on or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestdate hereof.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”) agrees that it The Parties hereto will, and it will instruct in writing its respective attorneys, accountants cause each of their Affiliates and other professional advisors (collectively, “Advisors”) Representatives to, hold in confidence and not communicatemaintain the confidentiality of this Agreement. The parties agree that public announcements or press release, transmitif any, publish, disseminate or otherwise disclose any of the terms and conditions of with respect to this Agreement or any information regarding the other party’s business learned transactions contemplated hereby shall be mutually approved in advance by the course of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentialityParties; provided, however, that, notwithstanding any provision hereof or in the Confidentiality Agreement to the contrary, a Party may, without the prior to consent of the other Parties hereto, may (i) issue or cause publication of any such disclosure under press release or public announcement to the extent that such party reasonably determines, after consultation with outside legal counsel, such action to be required by law or by the rules of any applicable self-regulatory organization (including, without limitation, federal and state securities laws and the rules and regulations of the NYSE or NASDAQ), in which event such Party will use its commercially reasonable efforts to allow the other Parties hereto reasonable time to comment on such press release or public announcement in advance of its issuance, and (ii) disclose that it has entered into this Agreement and the other Transaction Documents, and may provide and disclose information regarding this Agreement, the Parties to this Agreement and the other Transaction Documents, the Real Property, the Facilities, and the other assets and properties subject hereto and thereto, and such additional information which such party may reasonably deem necessary, to its proposed investors in connection with a public offering or private offering of securities (including, without limitation, the offerings to be conducted by Medical Properties Trust, Inc. in anticipation of the transactions contemplated herein), or any current or prospective lenders with respect to its financing, and to investors, analysts and other parties in connection with earnings calls and other normal communications with investors, analysts and other parties, or (iii) include any information in a prospectus, prospectus supplement or (iv)other offering circular or memorandum in connection with public or private capital raising or other activities undertaken by such party. Notwithstanding the foregoing, Company will give Label reasonable advance notice nothing in this Section 5.5 shall prohibit any holder of any of Xxxxxx Health’s shares of capital stock or Options from disclosing the terms of the Transactions and this Agreement to any investor in such disclosure and will cooperate with Label holder, in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope ordinary course of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Partyholder’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestbusiness.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”Subject to the exceptions contained in Section 9.3(b) agrees that it willand Section 9.3(c) below, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise neither Party shall disclose to any Third Party nor use for any purpose outside of the terms and conditions scope of this Agreement any information which is not in the public domain and which was disclosed solely in connection with this Agreement: (i) by the disclosing Party or any information regarding of its Affiliates; or (ii) by any unaffiliated Third Party at the other party’s business learned in request of the course of dealing or performance hereunder disclosing Party (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such . The receiving Party may only provide the disclosing Party’s Confidential Information: (i) by each party Information to its respective financial and its Affiliates’ directors, officers, managementemployees, Affiliatesadvisors, bankers and **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or others as may be reasonably necessary becomes part of the public domain without a violation of this Agreement; (2) was already in the operation receiving Party’s possession at the time of its respective businessreceipt from the disclosing Party, as shown by documentary evidence; or (ii3) by after the date of this Agreement is received from a Third Party whose direct or indirect source is not the disclosing Party. Upon termination or expiration of this Agreement for any reason, each party Party will promptly return to its respective Advisors the other Party all Confidential Information received from such other Party in connection with this Agreement except to the extent that retaining such disclosure Confidential Information is **** in order for the opinion of such Advisors required receiving Party to enable such Advisors fully continue to represent enjoy or enforce the party concerned; (iii) in connection with any legal rights received, or governmental proceeding; or (iv) to any judicialsatisfy its obligations, governmental or regulatory agencies; or (v) by Company to under any of its investors the Ancillary Agreements or any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) non-use contained in this Section 9.3 shall survive the termination of the Term Sheet), provided that such Persons are obligated by this Agreement for a written agreement, policy or other duty period of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request****.

Confidentiality; Press Releases. (a) Each party (each a “Disclosing Party”Subject to the exceptions contained in Section 9.3(b) agrees that it willand Section 9.3(c) below, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise neither Party shall disclose to any Third Party nor use for any purpose outside of the terms and conditions scope of this Agreement any information which is not in the public domain and which was disclosed solely in connection with this Agreement: (i) by the disclosing Party or any information regarding of its Affiliates; or (ii) by any unaffiliated Third Party at the other party’s business learned in request of the course of dealing or performance hereunder disclosing Party (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such . The receiving Party may only provide the disclosing Party’s Confidential Information: (i) by each party Information to its respective financial and its Affiliates’ directors, officers, managementemployees, Affiliatesadvisors, bankers and ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED consultants (“Representatives”) who are informed of the confidential nature of the Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those contained herein and provided that the receiving Party shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by the receiving Party. The obligations of confidentiality and non-use shall expire for Confidential Information which (1) is or others as may be reasonably necessary becomes part of the public domain without a violation of this Agreement; (2) was already in the operation receiving Party’s possession at the time of its respective businessreceipt from the disclosing Party, as shown by documentary evidence; or (ii3) by after the date of this Agreement is received from a Third Party whose direct or indirect source is not the disclosing Party. Upon termination or expiration of this Agreement for any reason, each party Party will promptly return to its respective Advisors the other Party all Confidential Information received from such other Party in connection with this Agreement except to the extent that retaining such disclosure Confidential Information is **** in order for the opinion of such Advisors required receiving Party to enable such Advisors fully continue to represent enjoy or enforce the party concerned; (iii) in connection with any legal rights received, or governmental proceeding; or (iv) to any judicialsatisfy its obligations, governmental or regulatory agencies; or (v) by Company to under any of its investors the Ancillary Agreements or any other agreement between the Parties that survives following such expiration or termination. The obligations of confidentiality and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) non-use contained in this Section 9.3 shall survive the termination of the Term Sheet), provided that such Persons are obligated by this Agreement for a written agreement, policy or other duty period of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request****.

Confidentiality; Press Releases. The initial press release regarding this Agreement shall be a mutually acceptable joint press release. Prior to the Closing, no Party shall make any press release or public announcement setting forth the terms of the transactions contemplated hereby without the approval of the other Party (asuch consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, either Party (or any of its Affiliates) Each party may release information concerning the transactions contemplated hereby at any time after the date of this Agreement, (each i) in the manner in which its Affiliates publicly disclosed transactions prior to the date hereof, (ii) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as required by law, including the rules of any stock exchange, for publicly filing entities or pursuant to an Order by a “Disclosing court of competent jurisdiction, or (iii) to the extent, in the good faith judgment of a Party”’s counsel, accountants, or advisors, as applicable, such disclosure is required to be made (including in any registration statement, other disclosure document, press release or public announcement) agrees that it willin connection with such Party’s (or any of its Affiliate’s) quarterly earnings results, and it will instruct in writing its respective attorneys, accountants earnings guidance or capital raising and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of this Agreement or any information regarding the other party’s business learned in the course of dealing or performance hereunder (collectively, “Confidential Information”)fund raising activities; provided, however, that nothing in this subsection 1(a) will prohibit disclosure of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iiix) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/oreach case, to the extent possiblenot prohibited by Law, obtaining such Party shall provide the other Party with a protective reasonable opportunity (and in any case no less than twenty-four (24) hours) to review and provide comment on such proposed release, which comments will be considered by the releasing Party in good faith and (y) that PSP’s name shall not be disclosed in any such press release or public announcement without PSP’s prior written consent (other than pursuant to item (ii) of this Section 7.2) and, in any event, such disclosure shall be subject to the next proviso; provided, further, in the case of a proposed release with specific reference to the items set forth Exhibit 7.2, to the extent not prohibited by Law, the releasing Party shall use commercially reasonable efforts to obtain an order narrowing or other assurance that confidential treatment will be accorded to the scope applicable portion of such disclosure of the Agreement including redacting key economic termsrelease. Notwithstanding the foregoing or anything to the contrary hereinin the Confidentiality Agreement, Confidential Information nothing herein shall not include limit the right of an Affiliate of either Party that is a public reporting company to publicly disclose the transaction with the same information that: (i) at or prior to the time of and consistent with any disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestpreviously made in compliance with this Section 7.2.

Confidentiality; Press Releases. As used herein, the term "Confidential Information" refers to all of the following: (a) Each party the terms of this Agreement (each a except for those terms set forth in the redacted version of the 1999 version of this Agreement which was filed with the Los Angeles Superior Court in the action filed by Marvel against SPE (“Disclosing PartyRedacted Agreement”) agrees and the nature and extent of any modifications or amendments to the 1999 version of the Agreement which are contained in this Amended and Restated Agreement, (b) all information about the contents of any Production, until SPE determines that it willis appropriate to disseminate such information in the normal course of marketing, promoting, releasing and/or otherwise exploiting such Production, (c) all information about any disputes between SPE (and/or any of its Affiliates) and Marvel (and/or any of its Affiliates), including without limitation any disputes as to any of the matters referred to in Section 24.a(i) – (iii), and all information regarding the performance or alleged non-performance by any party of any of its obligations under this Agreement, and (d) all information about any arbitration proceedings under Section 24.b, provided that, at the request of either party, the parties shall issue a joint press release stating only that there is a dispute between the parties, that it will instruct in writing its is being arbitrated and that all other matters relating to the dispute are confidential. Neither SPE nor Marvel (nor any of their respective agents, employees, attorneys, representatives or affiliates) shall, without the prior written consent of the other party, disclose any Confidential Information to any party other than to their respective officers, directors, employees, agents, attorneys, accountants and/or bankers, or as otherwise required by law or to enforce to the terms of this Agreement. In addition, the parties agree to use reasonable efforts to avoid any further dissemination or discussion of the contractual terms set forth in the Redacted Agreement. Promptly after satisfaction of the Conditions, Marvel and other professional advisors SPE will issue a joint, mutually-approved press release concerning this Agreement, but neither party shall release any information regarding this Agreement (collectivelyor its existence) prior to such joint press release. SPE will issue and control all publicity regarding all Productions produced by SPE hereunder; however, “Advisors”) toSPE will consult with Marvel regarding the overall publicity, hold advertising campaign and distribution pattern, for the initial theatrical release of the Pictures in confidence the United States. Promptly after full execution of this Amended and not communicateRestated License Agreement, transmitMarvel and SPE will issue a joint, publishmutually-approved press release concerning the settlement of their disputes, disseminate or otherwise disclose but neither party (nor any of the terms and conditions of this Agreement their respective agents, employees, attorneys, representatives or affiliates) shall disseminate any information regarding the other party’s business learned in the course settlement of dealing or performance hereunder (collectively, “Confidential Information”); provided, however, that nothing in this subsection 1(a) will prohibit disclosure their disputes except by way of such Confidential Information: (i) by each party to its respective financial officers, management, Affiliates, bankers or others as may be reasonably necessary in the operation of its respective business; (ii) by each party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party concerned; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any of its investors and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentiality; provided, however, that, prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope of such disclosure of the Agreement including redacting key economic terms. Notwithstanding anything to the contrary herein, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or a third party; (ii) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a third party free to make such disclosure without breach of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery requestmutually approved joint press release.

Confidentiality; Press Releases. Neither Affiliate nor Network shall disclose (awhether orally or in writing, or by press release or otherwise) Each to any third party (each a “Disclosing Party”) agrees that it will, and it will instruct in writing its respective attorneys, accountants and other professional advisors (collectively, “Advisors”) to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of information with respect to the terms and conditions provisions of this Agreement Agreement, any information obtained in any inspection and/or audit of the other party's books and records or any information contained in any data or report required or delivered hereunder or any materials related thereto, and Network shall not disclose any information regarding Affiliate's promotion of the Service, including, but not limited to, Affiliate's promotional or marketing plans, programs or strategies or any information regarding Affiliate's, or any System's subscribers, or Alternative Technology subscribers including, but not limited to, the other number of such subscribers or Alternative Technology subscribers, except (as to all of the foregoing): (i) to each party’s business learned 's respective officers, directors and employees, in the course of dealing or performance hereunder (collectivelytheir capacity as such, “Confidential Information”)and their respective auditors and attorneys; provided, however, that nothing in the disclosing party agrees to be responsible for any breach of the provisions of this subsection 1(a) will prohibit disclosure of Section 13 by such Confidential Information: (i) by each party to its respective financial officers, managementdirectors, Affiliatesemployees, bankers auditors or others as may be reasonably necessary in the operation of its respective businessattorneys; (ii) by each party to its respective Advisors to the extent that necessary (but redacted to the greatest extent possible) to comply with law or with the valid order of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure is in shall so notify the opinion other as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such Advisors required to enable such Advisors fully to represent the party concernedinformation; (iii) in connection with any legal or governmental proceeding; or (iv) to any judicial, governmental or regulatory agencies; or (v) by Company to any as part of its investors normal reporting or review procedure to its parent company and bona fide potential investors (unless such investor or potential investor is an Other Party, subject to paragraph 13(l) of the Term Sheet), provided that such Persons are obligated by a written agreement, policy or other duty of confidentialityparent company's auditors and attorneys; provided, however, thatthat the disclosing party agrees to be responsible for any breach of the provisions of this Section 13 by such parent company, its auditors and attorneys; (iv) in order to enforce its rights or perform its obligations pursuant to this Agreement provided that prior to any such disclosure under (iii) or (iv), Company will give Label reasonable advance notice of any such disclosure and will cooperate with Label in protecting against any such disclosure and/or, to the extent possible, obtaining a protective order narrowing the scope party shall seek confidential treatment of such disclosure information; and (v) if mutually agreed by Affiliate and Network, in advance of the Agreement including redacting key economic termssuch disclosure, in writing. Notwithstanding anything Network shall comply with all laws, rules, regulations and court and administrative decrees to the contrary hereinwhich it is subject. In addition, Confidential Information shall not include information that: (i) at or prior to the time of disclosure by the Disclosing Party was known to or independently developed by the party receiving unless such information (a “Receiving Party”), except to the extent unlawfully appropriated by the Receiving Party or is obtained from a third party; , including from the subscriber in a communication which does not violate Section 8(g) hereof, Network shall not use or disclose information (iiwhether personally identifiable information or not) at or after the time of disclosure by the Disclosing Party becomes generally available to the public through no wrongful or negligent act or omission on the Receiving Party’s part; (iii) the Receiving Party receives from a any third party free regarding Affiliate's or any affiliate of Affiliate's Cable television subscribers or Alternative Technology subscribers and shall not engage in any direct mailing or telephone solicitation, for any purpose, to make such disclosure without breach Cable television subscribers or Alternative Technology subscribers. This Section 13 shall survive, indefinitely, the expiration or termination of any legal obligation; and/or (iv) is required to be disclosed pursuant to any statute, regulation, order, subpoena this Agreement regardless of the reason for such expiration or document discovery requesttermination.