Common use of Confidentiality Undertaking Clause in Contracts

Confidentiality Undertaking. The Grantee acknowledges that, during the course of the Grantee’s employment, engagement, association or other similar affiliation with the KKR Group, the Grantee will receive and have access to Confidential Information (as defined below) of the Company and the Portfolio Companies. Recognizing that any disclosure of such information could have serious consequences to one or more of the Company and the Portfolio Companies, the Grantee hereby agrees that, except as provided herein, the Grantee will not under any circumstances (either while employed, engaged, associated or otherwise affiliated with the KKR Group, or at any time after the Termination Date) for any purpose other than in the ordinary course of the performance of the Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group, use or divulge, communicate, publish, make available, or otherwise disclose any Confidential Information to any person or entity, including but not limited to any business, firm, governmental body, partnership, corporation, press service or otherwise, other than to (i) any executive or employee of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (ii) any person or entity to the extent explicitly authorized by an executive of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (iii) any attorney, accountant, consultant or similar service provider retained by the Company who is required to know such information and is obligated to keep such information confidential; or (iv) any person or entity to the extent the law or legal process requires disclosure by the Grantee, provided that, in the case of clause (iv), the Grantee must first give the Partnership or the Designated Service Recipient prompt written notice of any such requirement, disclose no more information than is so required in the opinion of competent legal counsel, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Notwithstanding the foregoing, nothing in this Appendix E shall prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Securities and Exchange Commission, or making other disclosures to the extent protected under the whistleblower provisions of federal law or regulation (or comparable laws or regulations that similarly prohibit the impediment of such protected disclosures), and the Grantee shall not be required to advise or seek permission from the Partnership or the Designated Service Recipient prior to making any such report or disclosure; provided, however, that (i) Grantee shall inform such governmental agency or entity that the information Grantee is providing is confidential and (ii) neither the Partnership nor the Designated Service Recipient authorizes the waiver of (or the disclosure of information covered by) the attorney-client privilege or work product protection or any other privilege or protection belonging to the Partnership, the Designated Service Recipient or their Affiliates, to the fullest extent permitted by law.

Confidentiality Undertaking. (a) The Grantee acknowledges thatAdministrative Agent and each Lender agrees, during and each successor or assignee thereof, by becoming a party to this Agreement (either directly or indirectly through a participation agreement), shall be deemed to have agreed, to keep confidential (and to cause its officers, directors and employees to keep confidential) the course provisions of the Grantee’s employmentProject Documents and the Information Memorandum and any written information that is obtained pursuant to the terms of this Agreement or any other Loan Document (collectively, engagementthe "Confidential Material"), association except that the Administrative Agent and each Lender may disclose the Confidential Material (i) to its officers, directors, employees and Affiliates (provided such persons are informed of the confidential nature of the Confidential Material and the restrictions imposed by this Section 14.14), (ii) to its attorneys and accountants who have a need for such information (provided such persons are informed of the confidential nature of the Confidential Material and the restrictions imposed by this Section 14.14), (iii) to its agents, representatives and other professional consultants or other similar affiliation advisors who have agreed in writing to be bound by the restrictions with respect to the Confidential Material contained in this Section 14.14, (iv) upon the order of any Government Authority, (v) upon the request or demand of, or in connection with any investigation or audit by (1) any Government Authority, if such request or demand shall have the force of law, or (2) any Government Authority regulating the business of banking or insurance (including the National Association of Insurance Commissioners), (vi) any nationally recognized rating agency (provided such persons are informed of the confidential nature of the Confidential Material and the restrictions imposed by this Section 14.14), (vii) to the extent such information was or becomes available to any Lender by a Person who is not bound by a confidentiality agreement so far as such Lender is aware, (viii) to the extent such information is now or hereafter enters the public domain through no action on the part of such Lender in violation of this Section 14.14, (ix) to a prospective Loan Participant, Purchasing Bank or Purchasing Institution who agrees in writing to be bound by the restrictions with respect to the Confidential Material contained in this Section 14.14 and (x) in connection with the KKR Groupexercise of any remedy following an Event of Default under this Agreement, the Grantee will receive and have access to Confidential Information Security Documents or the other Loan Documents. In the case of disclosure by a Lender under clause (as defined belowiv) or (v) of the Company and the Portfolio Companies. Recognizing that any disclosure of such information could have serious consequences to one or more of the Company and the Portfolio Companies, the Grantee hereby agrees that, except as provided herein, the Grantee will not under any circumstances preceding sentence (either while employed, engaged, associated or otherwise affiliated with the KKR Group, or at any time after the Termination Date) for any purpose other than in the ordinary course of the performance of the Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group, use or divulge, communicate, publish, make available, or otherwise disclose any Confidential Information routine disclosures to any person or entity, including but not limited to any business, firm, governmental body, partnership, corporation, press service or otherwise, other than to (i) any executive or employee of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (ii) any person or entity to the extent explicitly authorized by an executive of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (iii) any attorney, accountant, consultant or similar service provider retained by the Company who is required to know such information and is obligated to keep such information confidential; or (iv) any person or entity to the extent the law or legal process requires disclosure by the Grantee, provided that, in the case of clause (ivregulatory authorities), such Lender shall use its best efforts to notify the Grantee must first give the Partnership or the Designated Service Recipient prompt written notice of any such requirement, disclose no more information than is so required in the opinion of competent legal counsel, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Notwithstanding the foregoing, nothing in this Appendix E shall prohibit the Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Securities and Exchange Commission, or making other disclosures to the extent protected under the whistleblower provisions of federal law or regulation (or comparable laws or regulations that similarly prohibit the impediment of such protected disclosures), and the Grantee shall not be required to advise or seek permission from the Partnership or the Designated Service Recipient prior to Borrower before making any such report or disclosure; provided, however, that (i) Grantee shall inform such governmental agency or entity disclosure so that the information Grantee is providing is confidential and (ii) neither the Partnership nor the Designated Service Recipient authorizes the waiver of (or the disclosure of information covered by) the attorney-client privilege or work product protection or any other privilege or protection belonging to the Partnership, the Designated Service Recipient or their Affiliates, to the fullest extent permitted by lawBorrower may seek an appropriate protective order.

Confidentiality Undertaking. The Grantee acknowledges that, during the course of the Grantee’s employment, engagement, association or other similar affiliation with the KKR Group, the Grantee will receive and have access to Confidential Information (as defined below) of the Company and the Portfolio Companies. Recognizing that any disclosure of such information could have serious consequences to one or more of the Company and the Portfolio Companies, the Grantee hereby agrees that, except as provided herein, the Grantee will not under any circumstances (either while employed, engaged, associated or otherwise affiliated with the KKR Group, or at any time after the Termination Date) for any purpose other than in the ordinary course of the performance of the Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group, use or divulge, communicate, publish, make available, or otherwise disclose any Confidential Information to any person or entity, including but not limited to any business, firm, governmental body, partnership, corporation, press service or otherwise, other than to (i) any executive or employee of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (ii) any person or entity to the extent explicitly authorized by an executive of the Company in the ordinary course of the performance of Grantee’s duties as an employee, consultant, associate or other affiliated person of the KKR Group; (iii) any attorney, accountant, consultant or similar service provider retained by the Company who is required to know such information and is obligated to keep such information confidential; or (iv) any person or entity to the extent the law or legal process requires disclosure by the Grantee, provided that, in the case of clause (iv), the Grantee must first give the Partnership Corporation or the Designated Service Recipient prompt written notice of any such requirement, disclose no more information than is so required in the opinion of competent legal counsel, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Notwithstanding the foregoing, nothing Nothing in this Appendix E D shall prohibit or impede the Grantee from reporting communicating, cooperating or filing a complaint on possible violations of federal U.S. federal, state or local law or regulation to or with any governmental agency or entityregulatory authority (collectively, including a “Governmental Entity”), including, but not limited to to, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission or the National Labor Relations Board, or from making other disclosures to the extent any Governmental Entity that are protected under the whistleblower provisions of federal U.S. federal, state or local law or regulation regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Grantee shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or comparable laws local government official or regulations that similarly prohibit to an attorney solely for the impediment purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such protected disclosures)filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. The Grantee shall not be required to advise give prior notice to (or seek permission from get prior authorization from) the Partnership or the Designated Service Recipient prior to making Company regarding any such report communication or disclosure; provided. Except as otherwise provided in this paragraph or under applicable law, however, that (i) under no circumstance is the Grantee shall inform such governmental agency or entity that the information Grantee is providing is confidential and (ii) neither the Partnership nor the Designated Service Recipient authorizes the waiver of (or the disclosure of authorized to disclose any information covered by) by the Company’s or its Affiliates’ attorney-client privilege or attorney work product protection or any other privilege or protection belonging to the Partnership, Company’s trade secrets without the Designated Service Recipient or their Affiliates, to prior written consent of the fullest extent permitted by lawCompany.