Common use of Disclosure of Information; Confidentiality Clause in Contracts

Disclosure of Information; Confidentiality. The Agents and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that any such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basisor the enforcement of rights hereunder, (iif) regulatory officialssubject to an agreement containing provisions substantially the same as those of this Section, (iii) as required by law to any assignee of or legal process (including by subpoena) Participant in, or in connection with any legal proceedingprospective assignee of or Participant in, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder rights or obligations under any Loan Documentthis Agreement, upon execution by such institution (g) with the prior written consent of an agreement to keep such information confidential the Credit Parties, (h) to the extent described in this Section 12.8(g). The Agents and Lenders agree that the such Information (A) becomes publicly available other than as a result of a breach of this Section 12.8(g)or (B) becomes available to the Administrative Agent, including the disclosure Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of any confidential deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a material breach nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Notwithstanding (ii) and (iii) above, Any Person required to maintain the confidentiality of Information as provided in the event that any this Section shall be considered to have complied with its obligation to do so if such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority has exercised the same degree of care to disclose any maintain the confidentiality of such information, Information as such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order would accord to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors and representatives (collectively, "Representatives") (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basisor the enforcement of rights hereunder, (iif) regulatory officialssubject to an agreement containing provisions substantially the same as those of this Section, (iii) as required by law to any assignee of or legal process (including by subpoena) Participant in, or in connection with any legal proceedingprospective assignee of or Participant in, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder rights or obligations under any Loan Documentthis Agreement, upon execution by such institution (g) with the prior written consent of an agreement to keep such information confidential the Credit Parties, (h) to the extent described in this Section 12.8(g). The Agents and Lenders agree that the such Information (A) becomes publicly available other than as a result of a breach of this Section 12.8(g)or (B) becomes available to the Administrative Agent, including the disclosure Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of any confidential deal terms and other information (customarily found in such publications) upon the Credit Parties' prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, "Information" means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a material breach nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Notwithstanding (ii) and (iii) above, Any Person required to maintain the confidentiality of Information as provided in the event that any this Section shall be considered to have complied with its obligation to do so if such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority has exercised the same degree of care to disclose any maintain the confidentiality of such information, Information as such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order would accord to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each Agent and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) to legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) to regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) to another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any other Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g13.8(g), (v) in court filings (which such Lender will use its reasonable efforts to seek to have sealed by the court) in connection with (and to the extent related to) litigation to which a Lender or an Agent is a party, (vi) of information which subsequently becomes public or is disclosed by a Person not known by a Lender or an Agent to be bound by a duty of confidentiality or (vii) to any Affiliate of such Lender. The Agents and Lenders agree that the breach of this Section 12.8(g13.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that any such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, directors, officers, employees and each Lender agree agents, including accountants, legal counsel and other advisors (it being understood that the Persons to hold whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or by any subpoena or similar legal process (after providing notice to the Parent Borrower, to the extent practicable, to permit an opportunity to seek a protective order or injunctive relief), (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement in confidenceor the enforcement of rights hereunder, except for disclosure (e) with the prior written consent of the Parent Borrower, (f) to the extent such Information (i) legal counsel, accountants, and becomes publicly available other professional advisors, on than as a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with result of a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g), including 13.9 by the Lender or (ii) becomes available to the Lender on a nonconfidential basis from a source other than the Credit Parties unless the Lender has actual knowledge that the disclosure of such Information by such source constituted a breach of an obligation of such source to maintain confidentiality of such Information, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Parent Borrower’s prior review and approval or (j) to the National Association of Insurance Commissioners or any confidential similar organization or any nationally recognized rating agency that requires access to information about the Lender’s investment portfolio in connection with ratings issued with respect to the Lender. For the purposes of this Section 13.9, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by the Credit Parties. Any Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, maintain the confidentiality of Information as provided in this Section 13.9 shall be considered to have complied with its obligation to do so if such Person will provide has exercised the Borrower with prompt notice same degree of care to maintain the confidentiality of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with Information as such Person with respect would accord to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) regulatory officials, (iii) Except as required by law or legal process (including by subpoena) order or demand of any Governmental Authority, the Administrative Agent and the Lenders shall hold all non-public information with respect to the Borrower and its Subsidiaries obtained pursuant to the Loan Documents in accordance with their customary procedures for handling confidential information; PROVIDED, that the Administrative Agent may disclose information relating to this Agreement to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications; and PROVIDED, FURTHER, that the Administrative Agent and Lenders may disclose information relating to this Agreement to their Affiliates, attorneys, accountants and other representatives, each of whom shall be advised of, and shall be subject to, the confidentiality provisions set forth herein, and in connection with any legal proceeding, litigation between the Lenders and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g)Borrower. The Agents and Lenders agree that the breach of this Section 12.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in In the event that the Administrative Agent or any such Person Lender is requested pursuant to, or required by, Applicable Law or by any Governmental Authority to disclose any such informationnon-public information with respect to the Borrower, such Person the Administrative Agent and Lenders agree that, unless legally prohibited, they will provide the Borrower with prompt notice of any such request or requirement, unless prohibited by law or regulation, in order requirement to enable the Borrower to seek an appropriate protective order order. Any Lender may, in connection with any assignment, proposed assignment, participation or other remedyproposed participation pursuant to this Section 14.10, or to consult with such Person with respect disclose to the Borrower's taking steps assignee, participant, proposed assignee or proposed participant, any information relating to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant furnished to such Applicable Law Lender by or Governmental Authorityon behalf of the Borrower; PROVIDED, as the case may bethat prior to any such disclosure, without any recourse each such assignee, proposed assignee, participant or remedy against such Person by proposed participant shall agree with the Borrower or such Lender to preserve the confidentiality of any Affiliate of the Borrower, which confidential information relating to the Borrower hereby expressly waivesreceived from such Lender.