Administrative Agent and each Lender shall use all reasonable efforts to keep confidential, in accordance with its customary procedures for handling confidential information and safe and sound lending practices, any material non-public information supplied to it by any Borrower pursuant to this Agreement, provided, that, nothing contained herein shall limit the disclosure of any such information: # to the extent required by statute, rule, regulation, subpoena or court order, # to bank examiners and other regulators, auditors and/or accountants, in connection with any litigation to which Administrative Agent or such Lender is a party or as may be requested or required by any Governmental Authority, # to any Lender (or its agents or other representatives) or Participant (or prospective Lender or Participant) or to any Affiliate of any Lender ,so long as such Lender (or its agents or other representatives) or Participant (or prospective Lender or Participant) or Affiliate shall have been instructed to treat such information as confidential in accordance with this [Section 13.5], or # to counsel for Administrative Agent or any Lender or Participant (or prospective Lender or Participant).
Confidentiality. The Administrative Agent, each other Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower or any of its Subsidiaries in connection with such Lenders evaluation of whether to become a Lender hereunder or obtained by such Lender, the Administrative Agent or such other Agent pursuant to the requirements of this Agreement (Confidential Information), confidential in accordance with its customary procedure for handling confidential information of this nature and in any event may make disclosure # pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding or as otherwise required or requested by any Governmental Authority, regulatory, self-regulatory agency or representative thereof or pursuant to legal process or applicable Requirements of Law or regulation, # to such Lenders or the Administrative Agents or such other Agents attorneys, professional advisors, independent auditors, trustees or Affiliates, in each case who need to know such information in connection with the administration of the Loan Documents and are informed of the confidential nature of such information, # to an investor or prospective investor in a securitization that agrees its access to information regarding the Loan Parties, the Loans and the Loan Documents is solely for purposes of evaluating an investment in a securitization and who agrees to treat such information as confidential, # to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for a securitization and who agrees to treat such information as confidential, # to a nationally recognized ratings agency that requires access to information regarding the Loan Parties, the Loans and Loan Documents in connection with ratings issued with respect to a securitization, # to the extent that such information becomes publicly available other than by reason of disclosure in violation of this Section 13.16; # to the extent that such information is received from a third party that is not, to such Lenders, Administrative Agents or other Agents knowledge, subject to confidentiality obligations owing to the Borrower or any of its Subsidiaries, # to the extent that such information was already in such Lenders, Administrative Agents or other Agents possession prior to entering into this Agreement or is independently developed by such Lender, Administrative Agent or other Agent and # for purposes of establishing a due diligence defense; provided that unless specifically prohibited by applicable Requirements of Law, rule or regulation, each Lender, the Administrative Agent and each other Agent shall endeavor to notify the Borrower (without any liability for a failure to so notify the Borrower) of any request made to such Lender, the Administrative Agent or such other Agent, as applicable, by any governmental, regulatory or self-regulatory agency or representative thereof (other than any such request in connection with a routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority) for disclosure of any such non-public information prior to disclosure of such information; provided further that in no event shall any Lender, the Administrative Agent or any other Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary. In addition, each Lender, the Administrative Agent and each other Agent may provide Confidential Information to prospective Transferees or to any pledgee referred to in Section 13.6 or to prospective direct or indirect contractual counterparties in Hedging Agreements to be entered into in connection with Loans made hereunder as long as such Person is advised of and agrees to be bound by the provisions of this Section 13.16 or confidentiality provisions at least as restrictive as those set forth in the Section 13.16.
Section # Confidentiality. (a) The Administrative Agent and each Lender agrees to keep any information delivered or made available by the Borrowers pursuant to this Agreement confidential from anyone other than persons employed or retained by such Lender who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby; provided that nothing herein shall prevent any Lender from disclosing such information # to its and its affiliates directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information (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), # to any other Lender or to the Administrative Agent, # to any other Person if reasonably incidental to the administration of the credit facility contemplated hereby, # upon the order of any court or administrative agency (in which case such Person agrees to inform the Borrowers promptly thereof to the extent practicable and not prohibited by law or such order), # upon the request or demand of any regulatory agency or authority or self regulatory authority, # which # had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement # becomes available to any of them on a non-confidential basis from a source other than the Borrowers or one of their agents (which source, to the knowledge of the Lenders, is not bound by any obligation of confidentiality to the Borrowers) or # was known to any of them on a non-confidential basis prior to its disclosure to them (as the case may be) by the Borrowers or one of their agents, # in connection with any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party (in which case such Person agrees to inform the Borrowers promptly thereof to the extent practicable and not prohibited by law or such legal process), # to the extent necessary in connection with the exercise of any remedy hereunder, # subject to provisions substantially similar to those contained in this Section, to any actual or proposed Participant or Eligible Assignee or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to any Borrower and its obligations, # to any rating agency or CUSIP Bureau when required by it or # with the applicable Borrowers consent.
Section # Confidentiality. (a) The Administrative Agent and each Lender agrees to keep any information delivered or made available by the Borrower pursuant to this Agreement confidential from anyone other than persons employed or retained by such Lender who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby; provided that nothing herein shall prevent any Lender from disclosing such information # to its and its affiliates’ directors, officers, employees, controlling persons and agents, including accountants, legal counsel and other advisors who need to know such information (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), # to any other Lender or to the Administrative Agent, # to any other Person if reasonably incidental to the administration of the credit facility contemplated hereby, # upon the order of any court or administrative agency (in which case such Person agrees to inform the Borrower promptly thereof to the extent practicable and not prohibited by law or such order), # upon the request or demand of any regulatory agency or authority or self-regulatory authority, # which # had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement, # becomes available to any of them on a non-confidential basis from a source other than the Borrower or one of its agents (which source, to the knowledge of [[Organization B:Organization]], is not bound by any obligation of confidentiality to the Borrower) or # was known to any of them on a non-confidential basis prior to its disclosure to them (as the case may be) by the Borrower or one of its agents, # in connection with any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party and the enforcement of rights hereunder (in which case such Person agrees to inform the Borrower promptly thereof to the extent practicable and not prohibited by law or such legal process), # to the extent necessary in connection with the exercise of any remedy hereunder, # subject to provisions substantially similar to those contained in this Section, to any actual or proposed Participant or Eligible Assignee or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations # to any rating agency or CUSIP Bureau when required by it or # with the Borrower’s consent.
Section # Confidentiality. (a) The Administrative Agent and each Lender agrees to keep any information delivered or made available by the Borrower pursuant to this Agreement confidential from anyone other than persons employed or retained by such Lender who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby; provided that nothing herein shall prevent any Lender from disclosing such information # to its and its affiliates’ directors, officers, employees, controlling persons and agents, including accountants, legal counsel and other advisors who need to know such information (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), # to any other Lender or to the Administrative Agent, # to any other Person if reasonably incidental to the administration of the credit facility contemplated hereby, # upon the order of any court or administrative agency (in which case such Person agrees to inform the Borrower promptly thereof to the extent practicable and not prohibited by law or such order), # upon the request or demand of any regulatory agency or authority or self-regulatory authority, # which # had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement, # becomes available to any of them on a non-confidential basis from a source other than the Borrower or one of its agents (which source, to the knowledge of [[Organization B:Organization]], is not bound by any obligation of confidentiality to the Borrower) or # was known to any of them on a non-confidential basis prior to its disclosure to them (as the case may be) by the Borrower or one of its agents, # in connection with any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party (in which case such Person agrees to inform the Borrower promptly thereof to the extent practicable and not prohibited by law or such legal process), # to the extent necessary in connection with the exercise of any remedy hereunder, # subject to provisions substantially similar to those contained in this Section, to any actual or proposed Participant or Eligible Assignee or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations # to any rating agency or CUSIP Bureau when required by it or # with the Borrower’s consent.
SECTION # Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, insurers, reinsurers, insurance brokers and other advisors on a need-to-know basis (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), # to the extent requested by any regulatory authority, # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party to this Agreement, # 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, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, any Subsidiary, and the obligations hereunder, # on a confidential basis to any rating agency in connection with rating the Borrower or the credit facilities provided for herein, # with the consent of the Borrower, or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. If any Lender or the Administrative Agent is required by any Governmental Authority or any other Person to disclose Information or otherwise intends to disclose any Information pursuant to clause (c) of this Section, unless prohibited by law such Lender or the Administrative Agent, as the case may be, shall promptly notify the Borrower in writing so as to provide the Borrower with the opportunity to seek a protective order or take such other actions that are deemed appropriate by the Borrower to protect the confidentiality of the Information. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Lender confirms that it maintains internal policies and procedures, including “ethical wall” procedures, intended to protect against the unlawful use of confidential information and such procedures apply to the Information.
Section # Confidentiality. Each of the Administrative Agent and the Lenders for themselves, their Affiliates and Agent Related Persons, agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates, its auditors and its and its Affiliates’ respective partners, directors, officers, employees, agents, accountants, attorneys, advisors and representatives who need to know the Information in connection with the transactions contemplated by this Agreement (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) and who will use such Information only in connection with the transactions contemplated by this Agreement; # to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that, prior to making any such disclosure (other than to a banking regulator or auditor), such Person shall endeavor in the ordinary course of business to promptly notify the Borrower in writing so that the Borrower may seek an appropriate protective order (notwithstanding the foregoing, should such Person fail to notify Borrower, such person shall have no liability to Borrower or any other Loan Party); # to any other party to this Agreement; # 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; # subject to an agreement containing provisions substantially the same as those of this Section, to # any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or # any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit derivative transaction relating to obligations of the Loan Parties; # with the consent of the Borrower; # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or # to the National Association of Insurance Commissioners or any other similar organization having jurisdiction over such Lender. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section, “Information” means all information received from the Borrower or any of Parent’s Consolidated Entities relating to the Borrower or any Combined Party or Investment Entity or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis as described above prior to disclosure by the Borrower or any Combined Party or Investment Entity; provided that, in the case of information received from the Borrower or any Combined Party after the date hereof, except as expressly noted thereon, all financial information or other information relating to any proposed transactions of the Borrower, any Combined Party, any Investment Entity or any of the Parent’s Affiliates shall be considered confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
10.16Confidentiality. Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information # to the Administrative Agent, any other Lender or any affiliate thereof, # subject to an agreement to comply with the provisions of this Section (or other provisions at least as restrictive as this Section), to any actual or prospective Transferee or any pledgee referred to in [Section 10.6(d)] or any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap or derivative transaction relating to the Company and its obligations, # to its employees, directors, trustees, agents, attorneys, accountants and other professional advisors or those of any of its affiliates for performing the purposes of a Loan Document, # upon the request or demand of any Governmental Authority or regulatory agency (including self-regulated agencies), # in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, after notice to the Company if reasonably feasible, # if requested or required to do so in connection with any litigation or similar proceeding, after notice to the Company if reasonably feasible, # that has been publicly disclosed, # to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or # in connection with the exercise of any remedy hereunder or under any other Loan Document.
Confidentiality. Each of the Administrative Agent and each Lender agrees to hold any confidential information which it may receive from or on behalf of the Company or any Subsidiary pursuant to this Agreement or any other Loan Document (Information) in confidence, except for disclosure # to its Affiliates and to other Lenders and their respective Affiliates (it being understood that the Administrative Agent and each Lender shall be liable for the breach by any of their respective Affiliates of any such confidentiality requirements), # to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee, # to regulatory officials, # to any Person as requested pursuant to or as required by law, regulation, or legal process, # to any Person in connection with any legal proceeding to which such Lender is a party involving the Company, # to such Lenders direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, # permitted by [Section 12.2] and12.2, # to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder and # information pertaining to this Agreement of the type routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.
SECTION #Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other 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), # to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable laws or regulations or by any subpoena or similar legal process, # to any other party hereto, # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties or their Affiliates.
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