[[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall hold all non-public information obtained by [[Organization B:Organization]], such [[Organization C:Organization]] or such Transferee pursuant to the requirements of this Agreement in accordance with [[Organization B:Organization]]'s, such [[Organization C:Organization]]'s and such Transferee's customary procedures for handling confidential information of this nature; provided, however, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee may disclose such confidential information # to its examiners, Affiliates, outside auditors, counsel and other professional advisors, # to [[Organization B:Organization]], any [[Organization C:Organization]] or to any prospective Transferees provided that such Transferees are bound by the provisions of this [Section 16.15], and # as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that # unless specifically prohibited by Applicable Law, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information # by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a [[Organization C:Organization]] or a Transferee by such Governmental Body) or # pursuant to legal process and # in no event shall [[Organization B:Organization]], any [[Organization C:Organization]] or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of [[Organization B:Organization]] or any [[Organization C:Organization]] in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any [[Organization C:Organization]] or by one or more Subsidiaries or Affiliates of such [[Organization C:Organization]] and each Loan Party hereby authorizes each [[Organization C:Organization]] to share any information delivered to such [[Organization C:Organization]] by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such [[Organization C:Organization]] to enter into this Agreement, to any such Subsidiary or Affiliate of such [[Organization C:Organization]], it being understood that any such Subsidiary or Affiliate of any [[Organization C:Organization]] receiving such information shall be bound by the provisions of this [Section 16.15] as if it were a [[Organization C:Organization]] hereunder.

Section # Confidentiality. The [[Organization B:Organization]] agrees to hold any confidential information that it may receive from the [[Organization A:Organization]], [[Organization C:Organization]] or any of their Subsidiaries pursuant to this Agreement or any of the Loan Documents or in connection with any transaction contemplated herein or therein in confidence except for disclosure: # to its affiliates, officers, directors, employees, consultants, advisors, attorneys, accountants, auditors and other agents deemed reasonably necessary to effectuate the transaction contemplated herein or therein; provided that such parties shall be advised of the requirement to maintain the confidentiality of such information and the [[Organization B:Organization]] shall be responsible for any such party’s breach of such confidentiality agreement; # to regulatory officials having jurisdiction over the [[Organization B:Organization]]; # as required by applicable law or legal process (provided that in the event the [[Organization B:Organization]] is so required to disclose any such confidential information, the [[Organization B:Organization]] shall endeavor to notify promptly the [[Organization A:Organization]] so that the [[Organization A:Organization]] may seek a protective order or other appropriate remedy if not prohibited by law and if practicable to do under the circumstances); # to any assignee or participant or any potential assignee or participant, provided that such parties shall be advised of the requirement to maintain the confidentiality of such information and shall agree to the provisions hereof; and # in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder. For purposes of this Agreement # the term “confidential information” means all information respecting [[Organization C:Organization]] and its Subsidiaries, or any of them, other than # information previously filed with any governmental or quasi governmental agency, authority, board, bureau, commission, department, instrumentality or public body or which is otherwise available to the public, # information which is delivered by the [[Organization A:Organization]] or [[Organization C:Organization]] to the [[Organization B:Organization]] that it expressly identifies as non confidential, # information previously published in any public medium from a source other than, directly or indirectly, the [[Organization B:Organization]], and # information which is received by the [[Organization B:Organization]] from any third party which the [[Organization B:Organization]] reasonably believes, after due inquiry, was not and is not, violating any obligation of confidentiality to the [[Organization A:Organization]] and/or [[Organization C:Organization]] and # “affiliate” means, with respect to the [[Organization B:Organization]], any Person that is wholly owned by the [[Organization B:Organization]] or any corporation by which the [[Organization B:Organization]] is wholly owned.