Common use of Records; Confidentiality Clause in Contracts

Records; Confidentiality. The Advisor shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 4 contracts

Samples: Advisory Agreement, Advisory Agreement (City Office REIT, Inc.), Advisory Agreement (City Office REIT, Inc.)

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Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary Issuer, the Trustee, the Holders of the Class A Notes, the Collateral Administrator and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.7 of the Indenture at any time during the Collateral Manager’s normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of Directors; the Issuer, (iii) to legal counselas required by law, accountants and other professional advisors to regulation, court order, organizational document or the Company; rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager, (iv) to appraisersits professional advisers, financing sources and others (v) information relating to performance of the Collateral as may be used by the Collateral Manager in the ordinary course of the Company’s its business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; , (vi) in connection such information that was or is obtained by the Collateral Manager on a non-confidential basis; provided, that the Collateral Manager does not know or have reason to know of any breach by such source of any confidentiality obligations with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; respect thereto, (vii) such information as required by law may be necessary or legal process desirable in order for the Collateral Manager to which the Advisor or prepare, publish and distribute to any Person any information relating to whom disclosure is permitted hereunder is a party; the investment performance of the Collateral during any period that the Collateral Manager serves as an investment adviser to the Issuer, (viii) to potential buyers in connection with a sale of any of the extent reasonably required to perform the services under Class A Notes or any Collateral and (x) such information as shall have been publicly disclosed other than in violation of this Agreement; or (ix) provided, that notwithstanding anything to the extent contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, each party hereto (and any employee, representative or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the transactions contemplated hereby and by the transaction documents and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the offering and does not include information is otherwise publicly availablerelating to the identity of the Issuer. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions Xxxxxxx 0, xxxx of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secretsIssuer, the obligations under this Section 6 Holders of the Class A Notes or the Trustee shall survive indefinitelybe considered “non-affiliated third parties.

Appears in 4 contracts

Samples: Collateral Management Agreement, Collateral Management Agreement (FS Investment Corp II), Collateral Management Agreement (FS Investment CORP)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; to potential investors in the Company’s securities, (viiiv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager (not resulting from the AdvisorManager’s violation of this Section 65), (B) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall cause its agents, representatives and subcontractors be deemed to keep confidential any such information be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely5.

Appears in 4 contracts

Samples: Management Agreement (Orchid Island Capital, Inc.), Management Agreement (Bimini Capital Management, Inc.), Management Agreement (FlatWorld Acquisition Corp.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 4 contracts

Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.), Collateral Management Agreement (Golub Capital BDC 3, Inc.), Collateral Management Agreement (GOLUB CAPITAL INVESTMENT Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or use holders of the same Interests) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Company Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets, the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders of the Notes and the holders of the Interests shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 4 contracts

Samples: Collateral Management Agreement, Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account accounts and records shall be accessible for inspection by the Board and by legal counsel, auditors and authorized representatives of the Company or any Subsidiary at any time from time to time during normal business hours upon reasonable advance notice. The Advisor Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (such information, “Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to (i) its Affiliates, (b) to its and its Affiliates’ respective members, stockholders, managers, partners, trustees, personnel, officers, directors, employees, consultants, agents, accountants, legal counsel, representatives or advisor who need advisors, in each case, where the Manager deems disclosure to know such confidential information be necessary for the purpose of rendering providing its services hereunder; under this Agreement, (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (ivc) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(a), (b) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (vic) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD, if applicable) or (e) with the Company’s stockholders consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or prospective stockholders; (vii) as administrative agency or to the extent required by law applicable laws or legal process to which regulations, (ii) upon the Advisor request or demand of any Person to whom disclosure is permitted hereunder is a party; governmental or regulatory agency or authority, (viiiiii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information pursuant to such order, request or demand, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees, subject to reimbursement by the Company of the Manager’s expenses, to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (ixC) is obtained by the Manager from a third party that, to the extent such information is otherwise publicly available. The foregoing shall best of the Manager’s knowledge, has not apply breached an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 4 contracts

Samples: Management Agreement (Sunrise Realty Trust, Inc.), Management Agreement (Chicago Atlantic Real Estate Finance, Inc.), Management Agreement (AFC Gamma, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to (i) its Affiliates, (b) to its and its Affiliates’ members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, agents, representatives or advisor advisors who need to know such confidential information for the purpose of rendering services hereunder; Confidential Information, (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (ivc) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(a), (b) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (vic) collectively, “Manager Permitted Disclosure Parties”), (d) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (e) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viif) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; party or (viiig) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (ixC) is obtained by the Manager from a third party that, to the extent such information is otherwise publicly available. The foregoing shall best of the Manager’s knowledge, has not apply breached an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 3 contracts

Samples: Management Agreement (Ares Commercial Real Estate Corp), Management Agreement (Ares Commercial Real Estate Corp), Management Agreement (Ares Commercial Real Estate Corp)

Records; Confidentiality. The Advisor shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Advisor agrees to inform each of its Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Advisor will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Advisor’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Advisor is required to disclose Confidential Information, the Advisor may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Advisor agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Advisor, (B) is released in writing by the Company to the public (except to the extent such information exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than obtained by the Advisor not resulting from a third party which, to the best of the Advisor’s violation knowledge, does not constitute a breach by such third party of this Section 6an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 3 contracts

Samples: Advisory Agreement (FundCore Institutional Income Trust Inc.), Advisory Agreement (FundCore Institutional Income Trust Inc.), Advisory Agreement (FundCore Institutional Income Trust Inc.)

Records; Confidentiality. The Advisor Investment Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, Citibank, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. At no time will the Investment Manager make a public announcement concerning the Swap Agreement, the Investment Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Swap Agreement absent the written consent of the Company. The Advisor Investment Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Investment Manager, (iii) to legal counselits professional advisers, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Investment Manager, (vi) information related to the performance of the Investment Manager, (vii) information furnished in connection with any governmental successor investment manager or regulatory filings assignee, or any agent that has been assigned duties in accordance with this Agreement, or (viii) such information that was or is obtained by the Investment Manager on a non-confidential basis; provided that the Investment Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Xxxxxxx 0, Xxxxxxxx shall in no event be considered a “non-affiliated third party,” and the Investment Manager may disclose any of the Company or any Subsidiary or disclosure or presentations aforementioned information to Citibank insofar as such information relates to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions performance of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelythe Swap Agreement.

Appears in 3 contracts

Samples: Investment Management Agreement (FS Energy & Power Fund), Investment Management Agreement (FS Investment Corp II), Investment Management Agreement (FS Investment CORP)

Records; Confidentiality. The Advisor shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (Confidential Information, in whole or use the same except in furtherance of its duties under this Agreement) part, to any Person other than to (i) its Affiliates, officers, directors, employees, agentsagents or representatives (collectively, representatives or advisor “Representatives”) who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; hereunder or with the consent of the Company. The Advisor agrees to inform each of its Representatives of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) with upon the prior written consent of the Board of Directors; request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ixiv) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however that with respect to trade secretsclauses (i) and (ii), it is agreed that the Advisor will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Advisor’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the obligations Advisor is, in the opinion of counsel, required to disclose Confidential Information, the Advisor may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Advisor agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Advisor, (B) is released in writing by the Company to the public or to persons who are not under this Section 6 shall survive indefinitelysimilar obligation of confidentiality to the Company, or (C) is obtained by the Advisor from a third-party without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 3 contracts

Samples: Advisory Agreement (Lexington Realty Trust), Advisory Agreement (Lexington Strategic Asset Corp), Advisory Agreement (Lexington Corporate Properties Trust)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance one Business Day prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others applicable Class of Secured Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of this Section 6 shall survive the expiration Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of its respective employees, representatives or earlier termination other agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement for a period and the related documents and all materials of one year. The Advisor shall cause its agents, representatives any kind (including opinions and subcontractors other tax analyses) that are provided to keep confidential any them relating to such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyUnited States federal income tax treatment and United States income tax structure.

Appears in 2 contracts

Samples: Collateral Management Agreement (KCAP Financial, Inc.), Collateral Management Agreement (TICC Capital Corp.)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by authorized representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors, (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; (viiv) to its legal counsel or independent auditors, (vi) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivii) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency having jurisdiction over the Company (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, or (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder; provided, however that with respect to perform clause (i), it is agreed that, so long as it is reasonably practicable under the services under circumstances and not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or (ix) provided that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor not resulting from the Advisor’s Manager and other than a Person that received such Confidential Information in violation of this Section 6Agreement, (B) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Management Agreement (Western Asset Mortgage Capital Corp), Form of Management Agreement (Western Asset Mortgage Capital Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Counterparty, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. At no time will the Collateral Manager make a public announcement concerning the Global Master Repurchase Agreement, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Global Master Repurchase Agreement absent the written consent of the Company. The Advisor Collateral Manager shall, and shall cause its affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisers, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor collateral manager or regulatory filings assignee, or any agent that has been assigned duties in accordance with this Agreement, or (viii) such information that was or is obtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Section 9, the Counterparty shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of the Company or any Subsidiary or disclosure or presentations aforementioned information to the Counterparty insofar as such information relates to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions performance of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelythe Global Master Repurchase Agreement.

Appears in 2 contracts

Samples: Collateral Management Agreement (FS Investment Corp II), Collateral Management Agreement (FS Investment CORP)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, about or concerning the Company, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; 's business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; to potential investors in the Company’s securities, (viiiv) to governmental officials having jurisdiction over the Company, (v) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager (not resulting from the AdvisorManager’s violation of this Section 65), (B) is released in writing by the Company to the public or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager's knowledge, does not constitute a breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor For the avoidance of doubt, information about the Company’s policies, procedures and investment portfolio (other than investments in which the Company and Manager have co-invested) shall cause its agents, representatives and subcontractors be deemed to keep confidential any such information be included within the meaning of “Confidential Information” for purposes of the Manager’s obligations pursuant to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely5.

Appears in 2 contracts

Samples: Management Agreement (Orchid Island Capital, Inc.), Management Agreement (Bimini Capital Management, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior written notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith or on the advice of legal counsel determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 2 contracts

Samples: Collateral Management Agreement (Lument Finance Trust, Inc.), Collateral Management Agreement (Lument Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or use Holders of the same Interests) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as any Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that (i) the Collateral Manager may disclose (1) that it is serving as collateral manager of the Company Issuer, (2) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (3) the amount of earnings on the Assets, and (4) such other information about the Issuer, the Assets, the Notes and the Interests as is customarily disclosed by managers of collateralized loan obligations, and (2) each of the Collateral Manager’s respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders of the Notes and the Holders of the Interests shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 2 contracts

Samples: Collateral Management Agreement (NewStar Financial, Inc.), Collateral Management Agreement (NewStar Financial, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticeIssuer, the Co-Issuer and the Trustee. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as the Rating Agencies shall reasonably request in connection with the acquisition and disposition of Directors; Collateral Interests, (iii) to legal counselas requested by a regulatory authority or otherwise required by law, accountants and other professional advisors to regulation, court order or the Company; (iv) to appraisersrules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials body or official having jurisdiction over the Company or any Subsidiary; Collateral Manager, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) general information regarding the performance of the Collateral Interests for use in disclosure documents for future transactions involving the Collateral Manager, (vi) such information as is requested by advisors or other service providers hired by the Collateral Manager in connection with any governmental the performance of its duties under this Agreement or regulatory filings as otherwise required in the reasonable judgment of the Company Collateral Manager, or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 11, the Noteholders, Holders of this Section 6 shall survive the expiration or earlier termination Preferred Shares, prospective purchasers of this Agreement for a period Notes and/or Preferred Shares, prospective sellers and purchasers of one year. The Advisor shall cause its agentsCollateral Interests, representatives and subcontractors to keep confidential any such information all parties to the same degree set forth in this Section 6; provided that with respect to trade secretsIndenture, the obligations under Preferred Shares Agreement and this Section 6 Agreement, and any of their directors, officers, members, employees, professional advisors or agents shall survive indefinitelyin no event be considered “non-affiliated third parties.

Appears in 2 contracts

Samples: Collateral Management Agreement, Collateral Management Agreement (CBRE Realty Finance Inc)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (1) to (i) its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv2) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or and any Subsidiary; ’s business (vi(1) and (2) collectively, “Manager Permitted Disclosure Parties”), (3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (4) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (vii5) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viii6) with the consent of the Board of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demand of, or pursuant to any law or regulation of, any regulatory agency or authority, (3) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ix4) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however, that with respect to trade secretsclauses (1) and (2) of this sentence, it is agreed that, so long as not legally prohibited, the obligations Manager will provide the Company and the Operating Partnership with prompt written notice of such order, request or demand so that the Company and the Operating Partnership may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under this Section 6 shall survive indefinitelyRegulation FD) or to Persons who are not under a similar obligation of confidentiality to the Company and the Subsidiaries, or (C) is obtained by the Manager from a third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 2 contracts

Samples: Management Agreement (Angel Oak Mortgage, Inc.), Management Agreement (Angel Oak Mortgage, Inc.)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (Confidential Information, in whole or use the same except in furtherance of its duties under this Agreement) part, to any Person other than (1) to (i) its Affiliates, managers, officers, directors, employees, members, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv2) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or and any Subsidiary; ’s business (vi(1) and (2) collectively, “Manager Permitted Disclosure Parties”), (3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors, (4) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (vii5) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viii6) with the consent of the Board of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demand of any regulatory agency or authority, or pursuant to any law or regulation, (3) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ix4) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however, that with respect to trade secretsclauses (1) and (2), it is agreed that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the obligations Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or to Persons who are not under this Section 6 shall survive indefinitelysimilar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third party without breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 2 contracts

Samples: Management Agreement (AG Mortgage Investment Trust, Inc.), Management Agreement (AG Mortgage Investment Trust, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, members, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to use commercially reasonable efforts to obtain agreement from such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Management Agreement (Starwood Waypoint Residential Trust), Management Agreement (Starwood Waypoint Residential Trust)

Records; Confidentiality. (a) The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records in accordance with GAAP relating to services performed under this Agreementhereunder, and such books of account and records and the Related Contracts shall be accessible for inspection and copying by representatives of the Company Borrower, the Collateral Agent and the Administrative Agent, or their designees (at the Borrower’s expense, in the case of not more than one inspection during any Subsidiary at any time fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon reasonable advance noticeprior notice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Advisor Collateral Manager shall keep confidential any and all such information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (to third parties that are not Affiliates of the Collateral Manager or use the same Borrower except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Borrower, (ii) such information as the Rating Agency shall request in connection with the rating of Directors; the Loans and Collateral Loans or any Credit Estimate, (iii) to legal counselas required by law, accountants regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or as required by the rules and other professional advisors to regulations of any stock exchange on which the Company; Loans may be listed, (iv) to appraisersits shareholders and its professional advisors, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to as expressly permitted in the order of governmental officials having jurisdiction over the Company Credit Agreement or in any Subsidiary; other Loan Document, (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform necessary in connection with the services duties or rights of the Collateral Manager hereunder, under this Agreement; the Credit Agreement or under any other Loan Document, (ixvii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information is otherwise as shall have been publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person disclosed other than the Advisor not resulting from the Advisor’s in violation of this Agreement. For purposes of this Section 6. The provisions , the Lenders, prospective Lenders, the Administrative Agent, or the Collateral Agent shall in no event be considered “third parties that are not Affiliates of this Section 6 shall survive the expiration Collateral Manager or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information the Borrower.” Notwithstanding anything to the same degree set forth in this Section 6; provided that contrary herein, the Collateral Manager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to trade secretsthe Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the obligations under this Section 6 shall survive indefinitelyCollateral Manager or any of its Affiliates.

Appears in 2 contracts

Samples: Collateral Management Agreement (AB Private Credit Investors Corp), Collateral Management Agreement (AB Private Credit Investors Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 2 contracts

Samples: Collateral Management Agreement (Granite Point Mortgage Trust Inc.), Collateral Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. (a) The Advisor Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Advisor Portfolio Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered under this Agreement hereunder, and shall not disclose any such information Confidential Information to non-affiliated third parties (or use the same which shall in no event be deemed to include holders of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as any Rating Agency shall reasonably request in connection with its rating of Directors; any Class of Notes, (iii) to legal counselas required by law, accountants and other professional advisors to regulation, court order or the Company; rules or regulations of any stock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Portfolio Manager, (iv) to appraisersits professional advisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to such information as shall have been publicly available or disclosed other than in violation of this Agreement or the order of governmental officials having jurisdiction over the Company or any Subsidiary; Indenture, (vi) in connection with any governmental such information that was or regulatory filings of is obtained by the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Portfolio Manager on a non-confidential basis, (vii) as required such information that was or is obtained by law the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or legal process to which another confidentiality agreement with the Advisor Issuer or any Person to whom disclosure is permitted hereunder is a party; (viii) such information that is related to the extent reasonably required to perform investment performance of the services under this Agreement; Portfolio Manager or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the its Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Portfolio Management Agreement, Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or (including, if required by law, any Subsidiary filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , (viiivi) to existing or prospective investors in Other Blackstone Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Management Agreement (Capital Trust Inc), Management Agreement (Capital Trust Inc)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder ("Confidential Information") and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (a) to (i) its Affiliates, (b) to its and its Affiliates' members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, agents, representatives or advisor advisors who need to know such confidential information for the purpose of rendering services hereunder; Confidential Information, (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (ivc) to appraisers, financing sources and others in the ordinary course of the Company’s business; 's business (v(a), (b) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (vic) collectively, "Manager Permitted Disclosure Parties"), (d) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (e) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viif) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; party or (viiig) with the consent of the Board. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and instruct the Manager Permitted Disclosure Parties to keep such information confidential. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager; (B) is released by the Company to the public or to Persons who are not under similar obligation of confidentiality to the Company; or (ixC) is obtained by the Manager from a third party that, to the extent such information is otherwise publicly available. The foregoing shall best of the Manager's knowledge, has not apply breached an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Management Agreement (Ares Commercial Real Estate Corp), Management Agreement (Ares Commercial Real Estate Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticeIssuer, the Co-Issuer and the Trustee. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as the Rating Agencies shall reasonably request in connection with the acquisition and disposition of Directors; Collateral Interests, (iii) to legal counselas requested by a regulatory authority or otherwise required by law, accountants and other professional advisors to regulation, court order or the Company; (iv) to appraisersrules or regulations of any self-regulating organization, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials body or official having jurisdiction over the Company or any Subsidiary; Collateral Manager, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) general information regarding the performance of the Collateral Interests for use in disclosure documents for future transactions involving the Collateral Manager, (vi) such information as is requested by advisors or other service providers hired by the Collateral Manager in connection with any governmental the performance of its duties under this Agreement or regulatory filings as otherwise required in the reasonable judgment of the Company Collateral Manager, or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 11, the Noteholders, Holders of this Section 6 shall survive the expiration or earlier termination Income Notes, prospective purchasers of this Agreement for a period Notes and/or Income Notes, prospective sellers and purchasers of one year. The Advisor shall cause its agentsCollateral Interests, representatives and subcontractors to keep confidential any such information each Hedge Counterparty, all parties to the same degree set forth in this Section 6; provided that with respect to trade secretsIndenture, the obligations under Income Notes Agreement and this Section 6 Agreement, and any of their directors, officers, members, employees, professional advisors or agents shall survive indefinitelyin no event be considered “non-affiliated third parties.

Appears in 2 contracts

Samples: Collateral Management Agreement, Collateral Management Agreement (CBRE Realty Finance Inc)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (for example, administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , (viiivi) to existing or prospective investors in TPG Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under a similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 2 contracts

Samples: Management Agreement (TPG RE Finance Trust, Inc.), Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-Affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board of Directors; Issuer, (iiib) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others such information as any Applicable Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business; Secured Notes, (vc) pursuant to in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the order Issuer, (d) as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of governmental officials any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or (iii) the rules and regulations of any Subsidiary; stock exchange (viincluding the Cayman Islands Stock Exchange) on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors) or (f) such information as shall have been publicly disclosed other than in connection with any governmental violation of this Agreement or regulatory filings the provisions of the Company Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed that (I) the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, (B) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (C) the amount of earnings on the Issuer’s assets and (D) such other information about the Issuer, the Issuer’s assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders shall survive indefinitelynot be considered “non-Affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (Barings BDC, Inc.)

Records; Confidentiality. (a) The Advisor Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Advisor Portfolio Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered under this Agreement hereunder, and shall not disclose any such information Confidential Information to non-affiliated third parties (or use the same which shall in no event be deemed to include holders of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as the Rating Agency shall reasonably request in connection with its rating of Directors; any Class of Notes, (iii) to legal counselas required by law, accountants and other professional advisors to regulation, court order or the Company; rules or regulations of any stock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Portfolio Manager, (iv) to appraisersits professional advisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to such information as shall have been publicly available or disclosed other than in violation of this Agreement or the order of governmental officials having jurisdiction over the Company or any Subsidiary; Indenture, (vi) in connection with any governmental such information that was or regulatory filings of is obtained by the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Portfolio Manager on a non-confidential basis, (vii) as required such information that was or is obtained by law the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or legal process to which another confidentiality agreement with the Advisor Issuer or any Person to whom disclosure is permitted hereunder is a party; (viii) such information that is related to the extent reasonably required to perform investment performance of the services under this Agreement; Portfolio Manager or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the its Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital BDC, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance one Business Day prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Class A Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Class A Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors) who agree to keep such information confidential, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of this Section 6 shall survive the expiration Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, and (d) each of its respective employees, representatives or earlier termination other agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement for a period and the related documents and all materials of one year. The Advisor shall cause its agents, representatives any kind (including opinions and subcontractors other tax analyses) that are provided to keep confidential any them relating to such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyUnited States federal income tax treatment and United States income tax structure.

Appears in 1 contract

Samples: Collateral Management Agreement (TICC Capital Corp.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed‑upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non‑public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self‑regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Collateral Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such information is otherwise publicly availablecapacity. The foregoing shall not apply In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that has previously become publicly available through the actions Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of a Person other than any issuer thereof) in connection with the Advisor not resulting from the Advisor’s violation performance of its services hereunder, nothing in this Section 6. The provisions 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of this Section 6 shall survive the expiration their respective businesses, from using such information or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any disclosing such information to others so long as such other use does not, in its reasonable judgment, disadvantage the same degree set forth Issuer. Notwithstanding anything to the contrary contained in this Section 6; provided that with respect Agreement, all persons may disclose to trade secretsany and all persons, without limitation of any kind, the obligations under this Section 6 shall survive indefinitelyU.S. Federal, state and local tax treatment of the Securities and the Co-Issuers, any fact that may be relevant to understanding the U.S. Federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Appears in 1 contract

Samples: Collateral Management Agreement (Gramercy Capital Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate keep proper books of record and accounts in which full, true and records relating correct entries in all material respects in accordance with GAAP shall be made of all material financial matters and transactions in relation to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by permit representatives of the Company Administrative Agent and the Collateral Agent (in each case at the Company’s expense, in the case of not more than one inspection during any fiscal year except during the continuance of an Event of Default) to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, all at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, upon reasonable prior notice to the Collateral Manager and as often as may be reasonable; provided that so long as no Default or Event of Default shall have occurred and be continuing, no more than one such inspection shall be conducted during any fiscal year of the Collateral Manager. If requested by the Majority Lenders, the Collateral Manager agrees that representatives of the Majority Lenders (or an independent third party auditing firm selected by the Majority Lenders) shall (at the Company’s expense) conduct an audit and/or field examination of the Collateral Manager, at reasonable times in a manner so as to not unduly disrupt the business of the Collateral Manager, for the purpose of examining the servicing and administration of the Collateral Loans, the results of which audit and/or field examination shall be promptly provided to the Lenders; provided that no more than one such audit or field examination shall be conducted during any fiscal year of the Collateral Manager. If requested by the Administrative Agent or the Majority Lenders, the Collateral Manager shall participate (and shall use commercially reasonable efforts to cause the Investment Advisor or Sub-Advisor to participate) in a meeting with the Administrative Agent and the Lenders requested pursuant to Section 5.6(c) of the Credit Agreement. At no time will the Collateral Manager make a public announcement concerning the Credit Agreement, the Collateral Manager’s role hereunder or any Subsidiary at any time during normal business hours upon reasonable advance noticeother aspect of the transactions contemplated by this Agreement and the Credit Agreement absent the written consent of the Company. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisers, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor collateral manager or regulatory filings assignee, or any agent that has been assigned duties in accordance with this Agreement or (viii) such information that was or is obtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. For purposes of this Section 9, the Administrative Agent shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of the Company or any Subsidiary or disclosure or presentations aforementioned information to the Administrative Agent insofar as such information relates to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions performance of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelythe Credit Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Collateral Management Agreement (FS Energy & Power Fund)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any Holders and beneficial owners of the same Debt) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as S&P shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit estimates on any obligation included in the ordinary course of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vic) in connection with any governmental establishing trading or regulatory filings investment accounts or otherwise in connection with effecting Transactions on behalf of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Issuer, (viid) as required by law (i) applicable law, regulation, court order, or legal process to which a request by a governmental regulatory agency with jurisdiction over the Advisor Collateral Manager or any Person to whom disclosure is permitted hereunder is a party; of its Affiliates, (viiiii) to the extent reasonably required to perform the services under this Agreement; rules or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions regulations of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration any self-regulating organization, body or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.official having

Appears in 1 contract

Samples: Collateral Management Agreement (Nuveen Churchill Direct Lending Corp.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Secured Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall not be considered “non-affiliated third parties.” Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of this Section 6 shall survive the expiration Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or earlier termination other agents may disclose to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement for a period and the related documents and all materials of one year. The Advisor shall cause its agents, representatives any kind (including opinions and subcontractors other tax analyses) that are provided to keep confidential any them relating to such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyUnited States federal income tax treatment and United States income tax structure.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital BDC, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. Subject to the exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisors, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor investment manager or regulatory filings of the Company assignee, or any Subsidiary agent that has been assigned duties in accordance with this Agreement, or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 10, the Administrative Agent shall in no event be considered a “non-affiliated third party,” and the Collateral Manager may disclose any of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such aforementioned information to the same degree set forth in this Section 6; provided that with respect Administrative Agent insofar as such information relates to trade secrets, Loans under the obligations under this Section 6 shall survive indefinitelyLSA.

Appears in 1 contract

Samples: Collateral Management Agreement (FS Energy & Power Fund)

Records; Confidentiality. The Advisor shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Advisor with due care, the Advisor shall be in compliance with the foregoing). The Advisor shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same except Confidential Information in furtherance contravention of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Advisor or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; hereunder or in furtherance of CIM’s management or capital markets businesses, (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Advisor Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders (subject to compliance with Regulation FD), (iv) to governmental agencies or prospective stockholders; officials having jurisdiction over the Company or the Advisor, (viiv) as required requested by law or law, legal process or regulatory request to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; party or subject, (viiivi) to existing or prospective partners, co-investors, and/or other interest-holders in CIM Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Advisor agrees to inform each of its Advisor Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Advisor will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Advisor’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Advisor is required to disclose Confidential Information, the Advisor may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Advisor agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Advisor, (B) is released by the Company to the public (except to the extent such information exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than obtained by the Advisor not resulting from a third-party which, to the best of the Advisor’s violation knowledge, does not constitute a breach by such third-party of this Section 6an obligation of confidence with respect to the Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Investment Advisory And (Cim Real Estate Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-Affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board of Directors; Issuer, (iiib) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others such information as any Applicable Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business; Secured Notes, (vc) pursuant to in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the order Issuer, (d) as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of governmental officials any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or (iii) the rules and regulations of any Subsidiary; stock exchange (viincluding the Cayman Islands Stock Exchange) on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors) or (f) such information as shall have been publicly disclosed other than in connection with any governmental violation of this Agreement or regulatory filings the provisions of the Company Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed that (I) the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, (B) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (C) the amount of earnings on the Issuer’s assets and (D) such other information about the Issuer, the Issuer’s assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Holders shall not be considered “non-Affiliated third parties.” Section 6 shall survive indefinitely7.

Appears in 1 contract

Samples: Collateral Management Agreement

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Collateral Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any Holders and beneficial owners of the same Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as S&P shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Cayman Islands Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders and beneficial owners of the Notes shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (Nuveen Churchill Direct Lending Corp.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Company acknowledges that all of its officers are also employees of the Manager or of its owners (including Affiliates of the Advisor and the Sub-Advisors) and as such may receive information in connection with their various positions. The Manager shall keep confidential any and all information (including any confidential and non-public information about the Advisor, the Sub-Advisors, the Consultant or their respective Affiliates) obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same same, except in furtherance of its the Manager’s duties under this Agreement) , to any Person other than to unaffiliated third parties except: (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of DirectorsDirectors or with respect to confidential and non-public information relating to the Advisor, a Sub-Advisor, the Consultant or their respective Affiliates, with the prior written consent of such party as appropriate; (iiiii) to the Advisor, any Sub-Advisor, the Consultant, legal counsel, accountants and other professional advisors to the Companyretained in connection with Company business; (iviii) to appraisers, financing sources sources, partners, shareholders, employees, officers, directors and members of the Manager, the Company and their Affiliates and others in the ordinary course of the Company’s and the Subsidiaries’ business; (viv) pursuant to the order of governmental agencies or officials having jurisdiction over the Company or any Subsidiary; (viv) in connection with any governmental or regulatory filings of the Company or any Subsidiary Subsidiary, or disclosure or presentations to the Company’s stockholders or prospective stockholdersCompany investors; (viivi) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; (viiivii) to with the extent reasonably required to perform written consent of the services under this AgreementCompany; or (ixviii) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor Manager not resulting from the AdvisorManager’s violation of this Section 6; provided, however that with respect to clauses (iv), (v) and (vi), it is agreed that, so long as not legally prohibited, the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose such information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (Foursquare Capital Corp)

Records; Confidentiality. (a) The Advisor Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Trustee and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Advisor Portfolio Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively, “Confidential Information”) and obtained in connection with the services rendered under this Agreement hereunder, and shall not disclose any such information Confidential Information to non-affiliated third parties (or use the same which shall in no event be deemed to include holders of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as any Rating Agency shall reasonably request in connection with its rating of Directors; any Class of Notes, (iii) to legal counselas required by law, accountants and other professional advisors to regulation, court order or the Company; rules or regulations of any stock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Portfolio Manager, (iv) to appraisersits professional advisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to such information as shall have been publicly available or disclosed other than in violation of this Agreement or the order of governmental officials having jurisdiction over the Company or any Subsidiary; Indenture, (vi) in connection with any governmental such information that was or regulatory filings of is obtained by the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Portfolio Manager on a non-confidential basis, (vii) as required such information that was or is obtained by law the Portfolio Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Portfolio Manager to be bound by this Agreement or legal process to which another confidentiality agreement with the Advisor Issuer or any Person to whom disclosure is permitted hereunder is a party; (viii) such information that is related to the extent reasonably required to perform investment performance of the services under this Agreement; Portfolio Manager or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the its Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Portfolio Management Agreement (Bain Capital Specialty Finance, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as the Rating Agencies shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital Private Credit Fund)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Collateral Administrator, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (excluding any Holders of the Secured Debt or use holders of the same Preferred Shares) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, legal process or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreement, the Credit Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (vii) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any other Transaction Document or (viii) general performance information which may be used by the Collateral Manager or its Affiliates in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Company Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets, the Secured Debt and the Preferred Shares as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, shared personnel, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholdersthem relating to such United States federal income tax treatment and United States federal income tax structure; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) provided that such United States federal income tax treatment and United States federal income tax structure shall be kept confidential to the extent reasonably required necessary to perform the services under this Agreement; comply with applicable United States federal or (ix) to the extent such information is otherwise publicly availablestate laws. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders of the Secured Debt and the holders of the Preferred Shares shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such information is otherwise publicly availablecapacity. The foregoing shall not apply In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that has previously become publicly available through the actions Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of a Person other than any issuer thereof) in connection with the Advisor not resulting from the Advisor’s violation performance of its services hereunder, nothing in this Section 6. The provisions 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of this Section 6 shall survive the expiration their respective businesses, from using such information or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any disclosing such information to others so long as such other use does not, in its reasonable judgment, disadvantage the same degree set forth Issuer. Notwithstanding anything to the contrary contained in this Section 6; provided that with respect Agreement, all Persons may disclose to trade secretsany and all Persons, without limitation of any kind, the obligations under this Section 6 shall survive indefinitelyU.S. federal, state and local tax treatment of the Securities and the Co-Issuers, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Appears in 1 contract

Samples: Collateral Management Agreement (Gramercy Capital Corp)

Records; Confidentiality. (a) The Advisor Portfolio Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection and copying by representatives of the Company Borrower and of the Administrative Agent, or any Subsidiary at any time their designees, upon reasonable advance notice and during normal business hours upon reasonable advance noticeand at the Borrower’s expense, provided that the Portfolio Manager shall not be required to disclose any information which it is required by law or contract to keep confidential or that does not relate to the Borrower and, provided further, that, so long as no Event of Default has occurred and is continuing under the Loan Agreement, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so in the aggregate no more frequently than once in any consecutive 12 month period. The Advisor Portfolio Manager shall keep confidential any and all such information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (to third parties that are not Affiliates of the Portfolio Manager or use the same Borrower except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Borrower and the Administrative Agent, (ii) as required by law, regulation, court order, request by a governmental regulatory agency with jurisdiction over the Portfolio Manager or the rules or regulations of Directors; any self-regulating organization, body or official having jurisdiction over the Portfolio Manager or any of its or the Borrower’s Affiliates, (iii) to legal counselits professional advisors, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others as expressly permitted in the ordinary course of the Company’s business; Loan Agreement or in any other Loan Document, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required necessary in connection with the duties or rights of the Portfolio Manager hereunder, under the Loan Agreement or under any other Loan Document, (vi) subject to perform the services under second succeeding sentence, in connection with other transactions managed or to be managed by the Portfolio Manager or its Affiliates or an assessment by others of the Portfolio Manager or its Affiliates performance or investment management business or (vii) such information as shall have been publicly disclosed other than in violation of this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions , the Financing Providers, prospective Financing Providers, the Collateral Agent, the Collateral Administrator, the Securities Intermediary, the Administrative Agent or any other party, prospective or otherwise, to an agreement contemplated by the Loan Agreement, shall in no event be considered “third parties that are not Affiliates of this Section 6 shall survive the expiration Portfolio Manager or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information the Borrower.” Notwithstanding anything to the same degree set forth in this Section 6; provided that contrary herein, the Portfolio Manager shall have the right to disclose the Portfolio Manager’s performance with respect to trade secretsthe Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the obligations under this Section 6 shall survive indefinitelyPortfolio Manager or any of its Affiliates.

Appears in 1 contract

Samples: Portfolio Management Agreement (Sierra Income Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.12 of the Indenture at any time during normal business hours and upon not less than five Business Days’ prior notice; provided that any books or records provided or made available to such representatives do not contain confidential information concerning other Clients of the Collateral Manager or if so that such information is removed or redacted as appropriate prior to its release; and provided further that such representatives prior to having access to such books or records sign any confidentiality agreement reasonably required by the Collateral Manager concerning information reasonably deemed confidential by the Collateral Manager. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall participate in a meeting with the Holders of the Class A-1 Notes once during each fiscal year of the Collateral Manager, to be held at a location in New York City and at a time reasonably determined by the Collateral Manager; provided that such meeting shall be combined with any meeting that is held pursuant to Section 11(b) of the Sub-Collateral Management Agreement dated September 25, 2013 between the Collateral Manager and Xxxxxxxx Capital Advisers LLC (the “Sub-Collateral Management Agreement”) such that no more than one such meeting under this Agreement and the Sub-Collateral Management Agreement shall be held during any fiscal year of the Collateral Manager. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall (i) make requests of Xxxxxxxx Capital Advisers LLC, as sub-adviser under the Sub-Collateral Management Agreement (the “Sub-Adviser”), which the Collateral Manager is permitted to make pursuant to Section 11 of the Sub-Collateral Management Agreement and (ii) use commercially reasonable advance noticeefforts to cause the Sub-Adviser to comply with its duties and covenants specified in Section 11 of the Sub-Collateral Management Agreement, in each case, on the terms (and in accordance with the conditions) specified therein. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall survive not be considered “non-affiliated third parties.” Notwithstanding the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsforegoing, representatives it is agreed that the Collateral Manager (and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secretsclause (e) of this sentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations under and (e) to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Section 6 shall survive indefinitelyAgreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure.

Appears in 1 contract

Samples: Collateral Management Agreement (Garrison Capital Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders and the independent accountants appointed by the Issuer pursuant to Article X of the Indenture at any time during normal business hours at a time acceptable to the Collateral Manager in its reasonable judgment and upon reasonable advance not less than five Business Days’ prior notice. The Advisor Except as may be required hereunder, by the Indenture, pursuant to court order or other legal process, and subject to the preceding sentence, the Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-Affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board of Directors; Issuer, (iiib) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or such information as any Subsidiary; (vi) Rating Agency in connection with the rating of any governmental or regulatory filings Class of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Secured Notes shall reasonably request, (viic) as required by law (including for purposes of avoiding or legal process reducing any withholding taxes imposed by any jurisdiction), regulation, court order or the rules or regulations of any self-regulating organization, examiner, governmental body or regulatory body or official having jurisdiction over the Collateral Manager or as required by any Underlying Instrument, (d) to which its and the Advisor or any Person Issuer’s professional advisers and to whom disclosure is permitted hereunder is a party; the Trustee and the Collateral Administrator, (viiie) such information as shall have been publicly disclosed other than in violation of this Agreement, (f) to the extent reasonably required permitted by applicable securities laws, if requested, to perform potential buyers in connection with a sale of any of the services Notes, (g) to its members, managers, partners, officers, directors, and employees involved in performing the obligations of the Collateral Manager under this Agreement; or , (ixh) to any bona fide buyer or potential buyer and any such Person’s attorneys and professional advisers in connection with an issuance or sale or potential issuance or sale to such Person of any equity interests of, debt of, or assets owned by the extent Collateral Manager; provided that each such Person to whom such information is otherwise publicly available. The foregoing so disclosed shall not apply have agreed to information that has previously become publicly available through maintain the actions of a Person other than confidentiality thereof pursuant to an agreement containing provisions substantially the Advisor not resulting from the Advisor’s violation same as those of this Section 6, (i) in connection with the enforcement of the Collateral Manager’s rights hereunder or in any dispute or proceeding related hereto or to any of the other Transaction Documents, (j) to Holders and beneficial owners and potential purchasers of any of the Notes or any beneficial interest therein, (k) as required to enable the Collateral Manager to perform its obligations hereunder, (l) such information that was or is obtained by the Collateral Manager on a non-confidential basis; provided that the Collateral Manager does not know or have reason to know of any breach by such source of any confidentiality obligations with respect thereto or (m) general performance information which may be used by the Collateral Manager or its Affiliates in connection with their marketing activities. The provisions For purposes of this Section 6, none of the Trustee, the Holders, the Initial Purchaser or the Collateral Administrator shall be considered “non-Affiliated third parties.” Notwithstanding anything in this Section 6 to the contrary but subject to any confidentiality agreements to which the Collateral Manager or the Issuer may be subject, the Collateral Manager shall survive have the expiration or earlier termination right to disclose, to the extent permitted by applicable securities laws, general information regarding the transaction which is the subject of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that Collateral Manager’s performance with respect to trade secretsthe portfolio of Collateral Obligations and/or Assets owned by the Issuer from time to time in periodic reports on Form 8-K (or other filings) that may be filed by the Collateral Manager with the Securities and Exchange Commission or in connection with the marketing of other funds managed or to be managed by the Collateral Manager or any of its Affiliates. Notwithstanding any contrary agreement or understanding, the obligations under Collateral Manager (and each of its respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Section 6 Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The foregoing provision shall survive indefinitelyapply from the beginning of discussions between the parties. For this purpose, the tax treatment of a Transaction is the purported or claimed U.S. federal income tax treatment of such Transaction, and the tax structure of a Transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such Transaction.

Appears in 1 contract

Samples: Collateral Management Agreement (Palmer Square Capital BDC Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable one (1) business day’s advance written notice. The Advisor Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to nonaffiliated third parties except (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of Directors; , (iiiii) to legal counsel, accountants and other professional advisors to the Companyadvisors; (iviii) to appraisers, financing sources and others in the ordinary course of the Company’s business; (viv) pursuant to the order of governmental officials having jurisdiction over the Company or any SubsidiaryCompany; (viv) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders Company investors; or prospective stockholders; (viivi) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; . Nothing herein shall prevent the Manager from disclosing Confidential Information (viiii) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager, (B) is released in writing by the Company to the public or to persons who are not resulting under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (CBRE Realty Finance Inc)

Records; Confidentiality. (a) The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection and copying by representatives of the Company Borrower, the Collateral Agent and of the Facility Agent, or any Subsidiary at any time their designees, upon reasonable advance notice and during normal business hours upon reasonable advance noticehours, provided that the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential unless a confidentiality agreement is otherwise entered into and, provided further, that, so long as no Event of Default has occurred and is continuing under the Credit Agreement, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so in the aggregate no more frequently than twice in any consecutive 12 month period and only one such visit per annum shall be at the Borrower’s or the Collateral Manager’s expense. The Advisor Collateral Manager shall keep confidential any and all such information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (to third parties that are not Affiliates of the Collateral Manager or use the same Borrower except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Borrower, (ii) such information as the Rating Agency shall request in connection with the rating of Directors; the Notes or any Credit Estimate, (iii) to legal counselas required by law, accountants regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or as required by the rules and other professional advisors to regulations of any stock exchange on which the Company; Notes may be listed, (iv) to appraisersits shareholders and its professional advisors, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to as expressly permitted in the order of governmental officials having jurisdiction over the Company Credit Agreement or in any Subsidiary; other Facility Document, (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required necessary in connection with the duties or rights of the Collateral Manager hereunder, under the Credit Agreement or under any other Facility Document, (vii) subject to perform the services under second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information as shall have been publicly disclosed other than in violation of this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions , the Lenders, prospective Lenders, the Facility Agent, the Collateral Agent or any other party, prospective or otherwise, to an agreement contemplated by the Credit Agreement, shall in no event be considered “third parties that are not Affiliates of this Section 6 shall survive the expiration Collateral Manager or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information the Borrower.” Notwithstanding anything to the same degree set forth in this Section 6; provided that contrary herein, the Collateral Manager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to trade secretsthe Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the obligations under this Section 6 shall survive indefinitelyCollateral Manager or any of its Affiliates.

Appears in 1 contract

Samples: Collateral Management Agreement (WhiteHorse Finance, LLC)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (excluding any Holders of the Notes or use Holders of the same Interests) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as any Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Master Loan Sale Agreement, or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with any governmental or regulatory filings of their marketing activities. Notwithstanding the Company or any Subsidiary or disclosure or presentations to foregoing, it is agreed that (i) the Company’s stockholders or prospective stockholders; Collateral Manager may disclose (vii1) that it is serving as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.collateral

Appears in 1 contract

Samples: Collateral Management Agreement (NewStar Financial, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (Confidential Information, in whole or use the same except in furtherance of its duties under this Agreement) part, to any Person other than to (i) its Affiliates, officers, directors, employees, agentsagents or representatives (collectively, representatives or advisor “Representatives”) who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; hereunder or with the consent of the Company. The Manager agrees to inform each of its Representatives of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) with upon the prior written consent of the Board of Directors; request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ixiv) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however that with respect to trade secretsclauses (i) and (ii), it is agreed that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the obligations Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or to persons who are not under this Section 6 shall survive indefinitelysimilar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 1 contract

Samples: Management Agreement (JER Investors Trust Inc)

Records; Confidentiality. (a) The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Initial Class A Noteholder and the independent accountants appointed by the Issuer pursuant to the Indenture at any mutually agreed reasonable time during normal business hours and upon reasonable advance not less than five Business Days prior notice. The Advisor Collateral Manager shall keep confidential any and all information that is either (i) of a type that would ordinarily be considered proprietary or confidential or (ii) designated as confidential (collectively “Confidential Information”) and obtained in connection with the services rendered under this Agreement hereunder, and shall not disclose any such information Confidential Information to non-affiliated third parties (or use the same which shall in no event be deemed to include holders of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as a rating agency shall reasonably request in connection with its rating of Directors; the Notes, (iii) to legal counselas required by law, accountants and other professional advisors to regulation, court order, regulator or the Company; rules or regulations of any stock exchange or self-regulating organization, body or official having jurisdiction over the Issuer or the Collateral Manager, (iv) to appraisersits professional advisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to such information as shall have been publicly available or disclosed other than in violation of this Agreement or the order of governmental officials having jurisdiction over the Company or any Subsidiary; Indenture, (vi) in connection with any governmental such information that was or regulatory filings of is obtained by the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; Collateral Manager on a non-confidential basis, (vii) as required such information that was or is obtained by law the Collateral Manager from a non-affiliated third party, provided that such non-affiliated third party is not known by the Collateral Manager to be bound by this Agreement or legal process to which another confidentiality agreement with the Advisor Issuer or any Person to whom disclosure is permitted hereunder is a party; (viii) such information that is related to the extent reasonably required to perform investment performance of the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyCollateral Manager.

Appears in 1 contract

Samples: Collateral Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Agent, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Debt) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Notes may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 1 contract

Samples: Collateral Management Agreement (GOLUB CAPITAL BDC, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Borrower, the Administrative Agent and Subordinated Lenders at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding the same Administrative Agent, the Lenders and the Subordinated Lenders) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), (b) such information as a rating agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others securities issued in the ordinary course CLO Transaction or supplying credit estimates on any obligation included in the Warehouse Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Borrower, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Credit Agreement or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Credit Agreement or any other Credit Document, (h) as expressly permitted in the Credit Agreement or any other Credit Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Company Borrower, (B) the nature, aggregate principal amount and overall performance of the Warehouse Assets, (C) the amount of earnings on the Warehouse Assets, (D) such other information about the Borrower and the Warehouse Assets as is customarily disclosed by managers of similar transactions and (E) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations to and all Persons, without limitation of any kind, the Company’s stockholders or prospective stockholders; (vii) as required U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Credit Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of , this Agreement for a period and the related documents and all materials of one year. The Advisor shall cause its agents, representatives any kind (including opinions and subcontractors other tax analyses) that are provided to keep confidential any them relating to such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyU.S. federal income tax treatment and U.S. income tax structure.

Appears in 1 contract

Samples: Warehouse Collateral Management Agreement (Apollo Debt Solutions BDC)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the SEC, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital Investment Corp)

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Records; Confidentiality. The Advisor shall maintain appropriate Sub-Adviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 204-2 under the Investment Advisers Act, all books of accounts and records relating to services performed under the Fund or its shareholders that are required to be maintained by Sub-Adviser pursuant to the requirements of such Rule. Sub-Adviser agrees that all books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust's auditors, the Trust or any representative of the Trust, Investment Manager, or any governmental agency or other instrumentality having regulatory authority over the Trust. At any time during or after the term of this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Sub-Adviser shall keep confidential any and all information relating to the Investment Manager or any subsidiary or affiliate thereof, including information relating to shareholders of the Fund (regardless of whether such information is presented on a shareholder-by-shareholder basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder and shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, any such information except (i) with the prior written consent of Investment Manager in each instance, which consent shall not be unreasonably withheld or delayed, (ii) as may be necessary to perform Sub-Adviser's services hereunder, (iii) as required by law, regulation, court order or the rules or regulation of any self-regulating organization, body or official having jurisdiction of Sub-Adviser, (iv) to its professional advisers, (v) such information as shall have been publicly disclosed other than in violation of this Agreement, or (vi) such information as was or is obtained by Sub-Adviser on a non-confidential basis, provided that Sub-Adviser does not know, after reasonable inquiry, of any breach by such source of any confidentiality obligations with respect thereto. Consistent with the foregoing, Investment Manager shall treat all information, recommendations and advice furnished to Investment Manager by Sub-Adviser as confidential. In addition, Investment Manager shall keep confidential any and all information regarding the operations of Sub-Adviser, including its trading and hedging policies, obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of Sub-Adviser, (ii) as required by law, regulation, court order or the Board rules or regulation of Directors; any self-regulating organization, body or official having jurisdiction of Investment Manager, (iii) to legal counsel, accountants and other its professional advisors advisers or the Trust's Board of Trustees or professional advisers to the Company; such Trustees (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant such information as was or is obtained by Investment Manager on a non-confidential basis, provided that Investment Manager does not know, after reasonable inquiry, of any breach by such source of any confidentiality obligations with respect thereto. Investment Manager and its designated auditors have the right to examine, audit and review all documents, reports, transaction confirmation and other materials relating to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings Sub-Adviser's management of the Company or Account at any Subsidiary or disclosure or presentations time (subject to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which restrictions set forth in the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation first sentence of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely8) on reasonable notice.

Appears in 1 contract

Samples: Sub Advisory Agreement (Citigroup Alternative Investments Trust)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to any services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of Front Yard and each of the Company or any Subsidiary at any time Subsidiaries during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files. Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement Confidential Information and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) , or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliatesto directors, officers, directors, employees, agents, representatives or advisor advisors of Manager or any of its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, commercial counterparties or any similar entity and others in the ordinary course of Front Yard’s and the Company’s business; Subsidiaries’ business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of Manager, Front Yard and any of the Company Subsidiaries (including, if required by law, any filings made by Manager, Front Yard or any Subsidiary as a result of its status as a public company) or disclosure or presentations to Front Yard’s investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over Front Yard or any the Company’s stockholders or prospective stockholders; Subsidiaries, (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; party or (viiivi) otherwise with the consent of the Board. Manager shall inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, that with respect to clauses (i) and (ii), it is agreed that, so long as it is not legally prohibited, Manager will provide the services under Board with written notice, within a reasonable period of time of such order, request or demand so that Front Yard may seek an appropriate protective order and/or waive Manager’s compliance with the provisions of this Agreement; . If, failing the entry of a protective order or the receipt of a waiver hereunder, Manager is required to disclose Confidential Information, Manager may disclose only that portion of such Confidential Information that is legally required without liability hereunder; provided that Manager shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than Manager or any of its Affiliates, (B) is released by Front Yard or any of the Subsidiaries to the public (except to the extent exempt under Regulation FD) or to Persons who are not under similar obligations of confidentiality to Front Yard and each of the Subsidiaries, or (C) is obtained by Manager from a third party which, to the best of Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Asset Management Agreement (Altisource Asset Management Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Borrower, the Administrative Agent, the Collateral Agent, and the independent certified public accountants appointed by the Collateral Manager on behalf of the Borrower pursuant to Section 5.34 of the Credit Agreement at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager agrees to the provisions of Sections 5.6(b) and (c) of the Credit Agreement. The Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (excluding the Administrative Agent, the Collateral Agent, the Lenders or use the same Subordinated Noteholders) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Borrower, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Loans or supplying credit estimates on any obligation included in the ordinary course Collateral, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Borrower, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Credit Agreement or the other Loan Documents to which the Collateral Manager is a party or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Credit Agreement or any other Loan Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company or any Subsidiary or disclosure or presentations Borrower, (b) the nature, aggregate principal amount and overall performance of the Borrower’s assets, (c) the amount of earnings on the Collateral, (d) such other information about the Borrower, the Collateral and the Loans as is customarily disclosed by managers of collateralized loan obligations and warehouses similar to the Company’s stockholders transactions contemplated by the Loan Documents and (e) each of its respective employees, representatives or prospective stockholders; other agents may disclose to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Credit Agreement, this Agreement and the related documents and all materials of any kind (viiincluding opinions and other tax analyses) as required by law or legal process that are provided to which the Advisor or any Person them relating to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Lenders and the Subordinated Noteholders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital Private Credit Fund)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed‑upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non‑public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self‑regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources and prospective loan purchasers and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Collateral Management Agreement (TPG RE Finance Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice. Subject to the exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisors, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor investment manager or regulatory filings of the Company assignee, or any Subsidiary agent that has been assigned duties in accordance with this Agreement, or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such aforementioned information to the same degree set forth in this Section 6; provided that with respect Administrative Agent insofar as such information relates to trade secrets, Loans under the obligations under this Section 6 shall survive indefinitelyLSA.

Appears in 1 contract

Samples: Collateral Management Agreement (FS Investment Corp III)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. Subject to the exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisors, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor investment manager or regulatory filings of the Company assignee, or any Subsidiary agent that has been assigned duties in accordance with this Agreement, or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such aforementioned information to the same degree set forth in this Section 6; provided that with respect Administrative Agent insofar as such information relates to trade secrets, Loans under the obligations under this Section 6 shall survive indefinitelyLSA.

Appears in 1 contract

Samples: Collateral Management Agreement (FS Investment Corp II)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.8 of the Indenture at any time during normal business hours and upon reasonable advance not less than five Business Days’ prior notice; provided that any books or records provided or made available to such representatives do not contain confidential information concerning other Clients of the Collateral Manager or if so that such information is removed or redacted as appropriate prior to its release; and provided, further, that such representatives prior to having access to such books or records sign any confidentiality agreement reasonably required by the Collateral Manager concerning information reasonably deemed confidential by the Collateral Manager. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall survive not be considered “non-affiliated third parties.” Notwithstanding the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsforegoing, representatives it is agreed that the Collateral Manager (and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secretsclause (e) of this sentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations under and (e) to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Section 6 shall survive indefinitelyAgreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure.

Appears in 1 contract

Samples: Collateral Management Agreement (Garrison Capital LLC)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agency shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Collateral Management Agreement (LoanCore Realty Trust, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Trustee and the Independent accountants selected by the Collateral Manager on behalf of the Issuer pursuant to Article 10 of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-Affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board of Directors; Issuer, (iiib) to legal counsel, accountants and other professional advisors to such information as the Company; (iv) to appraisers, financing sources and others Rating Agency shall reasonably request in the ordinary course connection with its rating of the Company’s business; Secured Debt, (vc) pursuant to in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the order Issuer, (d) as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the Collateral Manager, (ii) the rules or regulations of governmental officials any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or (iii) the rules and regulations of any Subsidiary; stock exchange on which the Debt may be listed, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors) or (f) such information as shall have been publicly disclosed other than in connection with any governmental violation of this Agreement or regulatory filings the provisions of the Company Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis. Notwithstanding the foregoing, it is agreed that (I) the Collateral Manager may disclose (A) that it is serving as collateral manager of the Issuer, (B) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (C) the amount of earnings on the Issuer’s assets and (D) such other information about the Issuer, the Issuer’s assets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (II) each party hereto (and each of their respective employees, representatives or other agents) may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders shall survive indefinitelynot be considered “non- Affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (Barings Private Credit Corp)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (1) to (i) its Affiliates, managers, officers, directors, trustees, employees, members, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv2) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or and any Subsidiary; ’s business (vi(1) and (2) collectively, “Manager Permitted Disclosure Parties”), (3) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (4) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (vii5) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viii6) with the consent of the Board of Directors. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the nonpublic nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demand of, or pursuant to any law or regulation of, any regulatory agency or authority, (3) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ix4) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however, that with respect to trade secretsclauses (1) and (2) of this sentence, it is agreed that, so long as not legally prohibited, the obligations Manager will provide the Company and the Operating Partnership with prompt written notice of such order, request or demand so that the Company and the Operating Partnership may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under this Section 6 shall survive indefinitelyRegulation FD) or to Persons who are not under a similar obligation of confidentiality to the Company and the Subsidiaries, or (C) is obtained by the Manager from a third party which, to the best of the Manager’s knowledge, does not constitute a breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 1 contract

Samples: Management Agreement (Angel Oak Mortgage REIT, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same except Confidential Information in furtherance contravention of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; hereunder or in furtherance of CIM’s management or capital markets businesses, (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders (subject to compliance with Regulation FD), (iv) to governmental agencies or prospective stockholders; officials having jurisdiction over the Company or the Manager, (viiv) as required requested by law or law, legal process or regulatory request to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; party or subject, (viiivi) to the extent reasonably required to perform the services under this Agreement; existing or (ix) prospective partners, co-investors, and/or other interest-holders in CIM Funds and their advisors to the extent such information is persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise publicly availablewith the consent of the Company. The foregoing Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall not apply prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration any law or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsregulation to, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.regulatory agency or authority,

Appears in 1 contract

Samples: Management Agreement (Cim Real Estate Finance Trust, Inc.)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company Trust or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than (1) to (i) its Affiliates, managers, officers, trustees, directors, employees, members, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv2) to appraisers, financing sources and others in the ordinary course of the CompanyTrust’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or and any Subsidiary; ’s business (vi(1) and (2) collectively, “Manager Permitted Disclosure Parties”), (3) in connection with any governmental or regulatory filings of the Company Trust or any Subsidiary or disclosure or presentations to Trust investors, (4) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; Trust, (vii5) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viii6) with the consent of the Board of Trustees. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (3) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ix4) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however, that with respect to trade secretsclauses (1) and (2), it is agreed that the Manager will provide the Trust and the Operating Partnership with prompt written notice of such order, request or demand so that the Trust and the Operating Partnership may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the obligations under this Section 6 Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall survive indefinitely.be deemed to be excluded from the provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager,

Appears in 1 contract

Samples: Management Agreement (PennyMac Mortgage Investment Trust)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable one (1) business day’s advance written notice. The Advisor Company acknowledges that all of its officers are also employees of the Manager and as such may receive information in connection with their various positions. Notwithstanding the foregoing, the Manager shall keep confidential any and all information , oral or written, obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to unaffiliated third parties except (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of Directors; (iiiii) to legal counsel, accountants and other professional advisors to the Companyretained in connection with Company business; (iviii) to appraisers, financing sources and others in the ordinary course of the Company’s businessbusiness ((i), (ii) and (iii) collectively, “Manager Permitted Disclosure Parties”); (viv) pursuant to the order of governmental officials having jurisdiction over the Company or any SubsidiaryCompany; (viv) in connection with any governmental or regulatory filings required of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholdersCompany investors; (viivi) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivii) with the written consent of the Company. The Manager agrees to inform its Manager Permitted Disclosure Parties and employees of the Manager who will have access to confidential information of the Company of the confidential nature of such information. The Manager shall maintain a system of policies and procedures designed to ensure that the Manager’s employees treat the Company’s confidential information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing such information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement; . If, failing the entry of a protective order or (ix) the receipt of a waiver hereunder, the Manager is required to disclose such information, the extent Manager may disclose only that portion of such information that is otherwise publicly availablelegally required without liability hereunder; provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. The foregoing shall not apply to information that which has previously become publicly available through the actions of a Person other than the Advisor Manager not resulting from the AdvisorManager’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Form of Management Agreement (Galiot Capital CORP)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.12 of the Indenture at any time during normal business hours and upon not less than five Business Days’ prior notice; provided that any books or records provided or made available to such representatives do not contain confidential information concerning other Clients of the Collateral Manager or if so that such information is removed or redacted as appropriate prior to its release; and provided further that such representatives prior to having access to such books or records sign any confidentiality agreement reasonably required by the Collateral Manager concerning information reasonably deemed confidential by the Collateral Manager. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall participate in a meeting with the Holders of the Class A-1 Notes once during each fiscal year of the Collateral Manager, to be held at a location in New York City and at a time reasonably determined by the Collateral Manager; provided that such meeting shall be combined with any meeting that is held pursuant to Section 11(b) of the Sub-Collateral Management Agreement dated September 29, 2016 between the Collateral Manager and Xxxxxxxx Capital Advisers LLC (the “Sub-Collateral Management Agreement”) such that no more than one such meeting under this Agreement and the Sub-Collateral Management Agreement shall be held during any fiscal year of the Collateral Manager. If requested by any of the Holders of the Class A-1 Notes, the Collateral Manager shall (i) make requests of Xxxxxxxx Capital Advisers LLC, as sub-adviser under the Sub-Collateral Management Agreement (the “Sub-Adviser”), which the Collateral Manager is permitted to make pursuant to Section 11 of the Sub-Collateral Management Agreement and (ii) use commercially reasonable advance noticeefforts to cause the Sub-Adviser to comply with its duties and covenants specified in Section 11 of the Sub-Collateral Management Agreement, in each case, on the terms (and in accordance with the conditions) specified therein. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties except (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as S&P shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Notes or in supplying credit estimates on any Collateral Obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or their Related Persons in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availabletheir marketing activities. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 , the Holders, the Trustee, the Calculation Agent and the Collateral Administrator shall survive not be considered “non-affiliated third parties.” Notwithstanding the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsforegoing, representatives it is agreed that the Collateral Manager (and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secretsclause (e) of this sentence, each of its respective employees, representatives or other agents) may disclose (a) that it is serving as collateral manager of the Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations under and (e) to any and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Section 6 shall survive indefinitelyAgreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure.

Appears in 1 contract

Samples: Collateral Management Agreement (Garrison Capital Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, employees, affiliates, prospective and current investors, funding sources, prospective loan purchasers, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Collateral, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Collateral Management Agreement (Granite Point Mortgage Trust Inc.)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”) , (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors, (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority, or pursuant to any law or regulation, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager's compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager, (B) is released in writing by the Company to the public or to persons who are not resulting under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (Care Investment Trust Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, and legally permitted to be disclosed by and to the Rating Agencies, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such information is otherwise publicly availablecapacity. The foregoing shall not apply In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that has previously become publicly available through the actions Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of a Person other than any Issuer thereof) in connection with the Advisor not resulting from the Advisor’s violation performance of its services hereunder, nothing in this Section 6. The provisions 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of this Section 6 shall survive the expiration their respective businesses, from using such information or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any disclosing such information to others so long as such other use does not, in its reasonable judgment, disadvantage the same degree set forth Issuer. Notwithstanding anything to the contrary contained in this Section 6; provided that with respect Agreement, all persons may disclose to trade secretsany and all persons, without limitation of any kind, the obligations under this Section 6 shall survive indefinitelyU.S. Federal, state and local tax treatment of the Securities and the Co-Issuers, any fact that may be relevant to understanding the U.S. Federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Appears in 1 contract

Samples: Collateral Management Agreement (Gramercy Capital Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company, the Administrative Agent, and independent accountants appointed by the Company or any Subsidiary at any a mutually agreed time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. Subject to the exceptions set forth in the following paragraph, at no time will the Collateral Manager make a public announcement concerning the Transaction Documents, the Collateral Manager’s role hereunder or any other aspect of the transactions contemplated by this Agreement and the Transaction Documents absent the written consent of the Company and the Administrative Agent. The Advisor Collateral Manager shall, and shall cause its Affiliates to, keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same to non affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Company, (ii) as required by law, regulation, court order or the rules or regulations of Directors; any self regulating organization, body or official having jurisdiction over the Collateral Manager, (iii) to legal counselits professional advisers, accountants and other professional advisors to the Company; (iv) to appraiserssuch information as shall have been publicly disclosed other than in violation of this Agreement, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order identification of governmental officials having jurisdiction over the Company or any Subsidiary; as a client of the Collateral Manager, (vi) information related to the performance of the Collateral Manager, (vii) information furnished in connection with any governmental successor investment manager or regulatory filings of the Company assignee, or any Subsidiary agent that has been assigned duties in accordance with this Agreement, or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information that was or is otherwise publicly availableobtained by the Collateral Manager on a non confidential basis; provided that the Collateral Manager does not know or have reason to know, after due inquiry, of any breach by such source of any confidentiality obligations with respect thereto. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions 10, the Administrative Agent shall in no event be considered a “non affiliated third party,” and the Collateral Manager may disclose any of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such aforementioned information to the same degree set forth in this Section 6; provided that with respect Administrative Agent insofar as such information relates to trade secrets, Loans under the obligations under this Section 6 shall survive indefinitelyLSA.

Appears in 1 contract

Samples: Collateral Management Agreement (FS Investment CORP)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by duly authorized representatives of the Company or any Subsidiary other designees of the Board of Directors at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall provide to the Compensation Committee of the Board of Directors (or if there is no Compensation Committee, to the Board of Directors), copies of its financial statements with respect to its operations related to this Agreement or concerning the Company, on an annual and quarterly basis, with such financial information to be made available at the next regularly scheduled meeting following the completed quarter or year end. The Manager shall keep confidential any and all information obtained it obtains from time to time in connection with the services rendered it renders under this Agreement and shall not disclose any such information (or use the same portion thereof to non-affiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Company and the Board of Directors; (iii) , or except as may be required by applicable law, judicial process or regulatory request, provided that the Manager may disclose such information to legal counselits attorneys, accountants accountants, consultants, and other professional advisors professionals to the Company; (iv) to appraisers, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) extent necessary in connection with utilizing their services; provided further that such recipients are advised of the confidentiality of such information. The Company shall keep confidential any governmental and all information it obtains from time to time from the Manager in connection with the services it receives under this Agreement and shall not disclose any portion thereof to non-affiliated third parties except with the prior written consent of the Manager, or except as may be required by applicable law, judicial process or regulatory filings of request; provided that the Company or any Subsidiary or disclosure or presentations and the Board of Directors may disclose such information to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) their attorneys, accountants, consultants, and other professionals to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth necessary in this Section 6connection with utilizing their services; provided further that with respect to trade secrets, such recipients are advised of the obligations under this Section 6 shall survive indefinitelyconfidentiality of such information.

Appears in 1 contract

Samples: Management Agreement (Thornburg Mortgage Inc)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Section 10.9 of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any Holders of the same Obligations) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Obligations or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors) and consultants, (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) to nationally recognized statistical rating agencies in accordance with Rule 17g-5 under the Exchange Act, (h) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Company Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets and the Obligations as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableUnited States federal income tax treatment and United States income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders of the Obligations shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (Fifth Street Senior Floating Rate Corp.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) otherwise with the written consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from the provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under a similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (LoanCore Realty Trust, Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable one (1) business day’s advance written notice. The Advisor Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to nonaffiliated third parties except (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of Directors; , (iiiii) to legal counsel, accountants and other professional advisors to the Companyadvisors; (iviii) to appraisers, financing sources and others in the ordinary course of the Company’s business; (viv) pursuant to the order of governmental officials having jurisdiction over the Company or any SubsidiaryCompany; (viv) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders Company investors; or prospective stockholders; (viivi) as required by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; . Nothing herein shall prevent the Manager from disclosing Confidential Information (viiii) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager, (B) is released in writing by the Company to the public or to persons who are not resulting under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (CBRE Realty Finance Inc)

Records; Confidentiality. (a) The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records in accordance with GAAP relating to services performed under this Agreementhereunder, and such books of account and records and the Related Contracts shall be accessible for inspection and copying by representatives of the Company Borrower, the Collateral Agent and the Facility Agent, or their designees (at the Borrower’s expense, in the case of not more than one inspection during any Subsidiary at any time fiscal year except during the continuance of an Event of Default), upon reasonable advance notice and during normal business hours hours, provided that (i) any expenses incurred by the Borrower hereunder shall be reasonable and documented and (ii) the Collateral Manager shall not be required to disclose any information which it is required by law or contract to keep confidential, provided further, that, rights under this Section 6(a) may be exercised by any and all of the Persons entitled to do so upon reasonable advance noticeprior notice to the Collateral Manager and as often as may reasonably be desired and, except during the continuance of an Event of Default, only one such visit per annum shall be at the Borrower’s expense. The Advisor Collateral Manager shall keep confidential any and all such information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (to third parties that are not Affiliates of the Collateral Manager or use the same Borrower except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Borrower, (ii) such information as any rating agency shall request in connection with the rating of Directors; Collateral Obligations or any Credit Estimate, (iii) to legal counselas required by law, accountants regulation, court order, request by a governmental regulatory agency with jurisdiction over the Collateral Manager or the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Collateral Manager or as required by the rules and other professional advisors to regulations of any stock exchange on which the Company; Loans may be listed, (iv) to appraisersits shareholders and its professional advisors, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to as expressly permitted in the order of governmental officials having jurisdiction over the Company Credit Agreement or in any Subsidiary; other Loan Document, (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform necessary in connection with the services duties or rights of the Collateral Manager hereunder, under this Agreement; the Credit Agreement or under any other Loan Document, (ixvii) to the extent set forth in the second succeeding sentence, in connection with other transactions managed or to be managed by the Collateral Manager or its Affiliates or an assessment by others of the Collateral Manager or its Affiliates performance or investment management business or (viii) such information is otherwise as shall have been publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person disclosed other than the Advisor not resulting from the Advisor’s in violation of this Agreement. For purposes of this Section 6. The provisions , the Senior Lenders, prospective Senior Lenders, the Facility Agent, or the Collateral Agent shall in no event be considered “third parties that are not Affiliates of this Section 6 shall survive the expiration Collateral Manager or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information the Borrower.” Notwithstanding anything to the same degree set forth in this Section 6; provided that contrary herein, the Collateral Manager and its Affiliates shall have the right to disclose the Collateral Manager’s performance with respect to trade secretsthe Collateral owned by the Borrower from time to time in connection with the marketing of other portfolios, funds and accounts managed or to be managed by the obligations under this Section 6 shall survive indefinitelyCollateral Manager or any of its Affiliates.

Appears in 1 contract

Samples: Collateral Management Agreement (AB Private Credit Investors Corp)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or (including, if required by law, any Subsidiary filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , (viiivi) to existing or prospective investors in Other Blackstone Funds and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (Capital Trust Inc)

Records; Confidentiality. The Advisor Loan Obligation Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Loan Obligation Manager shall not be obligated to provide access to any non-public information if the Loan Obligation Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Loan Obligation Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with its rating or evaluation of Directors; the Notes and/or the Loan Obligation Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Loan Obligation Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Loan Obligation Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Loan Obligation Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee and (ix) to Holders and potential purchasers of any of the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelySecurities.

Appears in 1 contract

Samples: Loan Obligation Management Agreement (Arbor Realty Trust Inc)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, and legally permitted to be disclosed by and to the Rating Agencies, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer and (x) to Holders and potential purchasers of any of the Securities. Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such information is otherwise publicly availablecapacity. The foregoing shall not apply In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that has previously become publicly available through the actions Collateral Manager obtains or develops regarding the Collateral Debt Securities or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of a Person other than any issuer thereof) in connection with the Advisor not resulting from the Advisor’s violation performance of its services hereunder, nothing in this Section 6. The provisions 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of this Section 6 shall survive the expiration their respective businesses, from using such information or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any disclosing such information to others so long as such other use does not, in its reasonable judgment, disadvantage the same degree set forth Issuer. Notwithstanding anything to the contrary contained in this Section 6; provided that with respect Agreement, all Persons may disclose to trade secretsany and all Persons without limitation of any kind, the obligations under this Section 6 shall survive indefinitelyU.S. federal, state and local tax treatment of the Securities and the Co-Issuers, any fact that may be relevant to understanding the U.S. federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Appears in 1 contract

Samples: Collateral Management Agreement (Gramercy Capital Corp)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business; , (viii) pursuant to any potential purchaser of one or more of the Existing Investments that executes a Confidentiality Agreement acceptable to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi(i), (ii) and (iii) collectively, “Manager Permitted Disclosure Parties”), (iv) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors, (v) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viivi) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivii) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority, or pursuant to any applicable law or regulation, (iii) to the extent reasonably required to perform in connection with the services under this Agreement; exercise of any remedy hereunder, or (ixiv) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration its legal counsel or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agentsindependent auditors; provided, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided however that with respect to trade secretsclauses (i) and (ii), it is agreed that the Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the obligations Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, (B) is released in writing by the Company to the public or to persons who are not under this Section 6 shall survive indefinitelysimilar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Confidential Information disclosed.

Appears in 1 contract

Samples: Management Agreement (Care Investment Trust Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three (3) Business Days’ prior notice; provided, however, that the Collateral Manager shall not be required to disclose or share any of its books or records in respect of any loan-level information with respect the Collateral Obligations or any Obligor to any Holder; provided, further, that, to the extent the Collateral Manager does make available any loan-level information with respect the Collateral Obligations or any Obligor, the Collateral Manager has no responsibility for and makes no representation or warranty as to the accuracy or completeness of any such information in its possession, whether or not disclosed to any Holder or any other Person, it being understood and acknowledged by the Issuer that the Collateral Manager may have or come into possession from time to time of information that conflicts with the loan-level information in its possession at such time, and shall have no obligation to update, supplement or correct such materials. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any Holders and beneficial owners of the same Debt) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as S&P shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the Irish Stock Exchange, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document or (i) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company or any Subsidiary or disclosure or presentations to Issuer, (b) the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions nature, aggregate principal amount and overall performance of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.the

Appears in 1 contract

Samples: Collateral Management Agreement (Nuveen Churchill Direct Lending Corp.)

Records; Confidentiality. The Advisor Asset Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementthe Services, and such books of account and records shall be accessible for inspection by representatives of the Company Administrative Agent, the General Partners, the Property LP or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Advisor Asset Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement Services and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to unaffiliated third parties except (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board of DirectorsGeneral Partners; (iiiii) to legal counsel, accountants and other professional advisors engaged to provide services to the CompanyAdministrative Agent, the Asset Manager, the Property LP or the Subsidiaries in connection the business of the Property LP and its Subsidiaries; (iviii) to appraisers, financing sources and others in the ordinary course of the Company’s Administrative Agent, the Asset Manager, the Property LP's or the Subsidiaries' Property-related business; (viv) pursuant to the order of governmental officials having jurisdiction over the Company Administrative Agent, the Asset Manager, the General Partners, the Property LP or any Subsidiary; (viv) in connection with any governmental or regulatory filings of the Company General Partners, the Property LP or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholdersSubsidiary; (viivi) as required by law or legal process to which the Advisor Asset Manager or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ixvii) to the extent such information is otherwise publicly availableavailable or (viii) to tenants or prospective tenants in accordance with any leases and/or in connection with the leasing of the Property; provided such tenants or prospective tenants agree to keep such information confidential. The foregoing shall not apply to information that which has previously become publicly available through the actions of a Person other than the Advisor Asset Manager not resulting from the Advisor’s Asset Manager's violation of this Section 64. The provisions of this Section 6 4 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Asset Management Agreement (Etre Reit, LLC)

Records; Confidentiality. (a) The Advisor Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance noticehours. The Advisor Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) to its Affiliates, officers, directors, employees, agents, representatives or advisor advisors who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources sources, advisors and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”) , (iii) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors, (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , or (viiivi) with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information and to direct such Persons to treat such Confidential Information in accordance with the terms hereof. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority, or pursuant to any law or regulation, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that the services under Manager will provide the Company with prompt written notice of such order, request or demand so that the Company may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is, in the opinion of counsel, required to disclose Confidential Information, the Manager may disclose only that portion of such information that its counsel advises is legally required without liability hereunder; or (ix) provided, that the Manager agrees to exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the extent such information contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is otherwise publicly available. The foregoing shall not apply available to information that has previously become publicly available through the actions of public from a Person source other than the Advisor Manager, (B) is released in writing by the Company to the public or to persons who are not resulting under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party without breach by such third-party of an obligation of confidence with respect to the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 Agreement shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (Care Investment Trust Inc.)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance written notice. The Advisor Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). The Manager shall keep confidential any and all information non-public information, written or oral, obtained by it in connection with the services rendered under this Agreement hereunder (“Confidential Information”) and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliates, to officers, directors, employees, agents, representatives representatives, advisors of the Manager or advisor its Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business; business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or (including, if required by law, any Subsidiary filings made by Blackstone as a result of its status as a public company) or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over the Company’s stockholders or prospective stockholders; , (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; , (viiivi) to existing or prospective investors in Blackstone Accounts and their advisors to the extent such persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and nonuse, or (vii) otherwise with the consent of the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the services under Manager will provide the Company with written notice within a reasonable period of time of such order, request or demand so that the Company may seek, at its sole expense, an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; or provided, that the Manager agrees to exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (ixA) is available to the public from a source other than the Manager, (B) is released by the Company to the public (except to the extent exempt under Regulation FD) or to persons who are not under similar obligation of confidentiality to the Company, or (C) is obtained by the Manager from a third-party which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third-party of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 5 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Management Agreement (Blackstone Mortgage Trust, Inc.)

Records; Confidentiality. The Advisor Asset Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives a representative of the Company or any Subsidiary Issuer, the Trustee, and the independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed time during normal business hours and upon reasonable advance not less than two Business Days’ prior notice. The Advisor Asset Manager shall keep confidential any and all information relating to the Issuer or its services hereunder that is either (a) of a type that would ordinarily be considered proprietary or confidential, such as information concerning the composition of assets, rates of return, credit quality, structure or ownership of loans, securities and other investments; provided, however, without the consent of the Issuer or any other Person, after the issuance of the Notes, the Asset Manager or any of its Affiliates may release in the ordinary course of its business such information (i) in summary form relating to the Asset Manager’s performance of its role hereunder, (ii) as to the identity and the performance of any Managed Asset, (iii) as to the performance of the Managed Assets as a whole, (iv) otherwise in connection with marketing or performance advertising of the Issuer, other investment vehicles or other accounts managed or advised by the Asset Manager or any of its Affiliates or (v) that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable, or (b) designated by the Issuer as confidential and obtained in connection with the services rendered under this Agreement hereunder, and shall not disclose any such information (or use the same to nonaffiliated third parties except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer, (ii) such information as the Rating Agency shall request in connection with the rating of Directors; the Rated Notes, (iii) to as required by law, regulation, court order or other legal counselprocess or the rules or regulations of any regulatory or self-regulatory organization, accountants and other professional advisors to body or official having jurisdiction over the Company; Asset Manager or any of its Affiliates, (iv) to appraisersits Affiliates and its and its Affiliates’ respective directors, financing sources and others in the ordinary course of the Company’s business; (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vi) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its members, partners, managers, officers, employees, agents, representatives and subcontractors to keep confidential advisors (any such person who receives confidential information from the Asset Manager, collectively, “Representatives”), (v) such information as shall have been publicly disclosed other than in the violation of this Agreement, (vi) such information that was or is obtained by the Asset Manager or any of its Representatives on a non-confidential basis; provided, that the Asset Manager or such Representative, as applicable, does not know or have reason to know of any breach by such source of any confidentiality obligations to the same degree set forth in this Section 6; provided that Issuer with respect to trade secretssuch information, (vii) that was or is independently developed by the Asset Manager or any of its Representatives without use of, or reference to, the obligations under confidential information or (viii) such information that the Asset Manager may determine in its sole discretion to be necessary, advisable or desirable. For purposes of this Section 6 7, the Holders, the Trustee, and any of the Asset Manager’s Affiliates shall survive indefinitelyin no event be considered “non-affiliated third parties.” Notwithstanding anything to the contrary in this Agreement or in the Indenture, the Issuer, the Trustee, the Asset Manager, the Loan Agent and the Holders and beneficial owners of the Notes (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and the Indenture and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. The Asset Manager shall not be liable for any subsequent disclosure of information disclosed by it in accordance with this Section 7.

Appears in 1 contract

Samples: Asset Management Agreement (Ares Capital Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Trustee, the holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any holders and beneficial owners of the same Notes) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as the Rating Agencies shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Notes or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its affiliates, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document, (h) as expressly permitted in the Final Offering Circular, in the Indenture or in any other Transaction Document, (i) in connection with any governmental regulatory filing that the Collateral Manager is required to make or regulatory filings (j) general performance information which may be used by the Collateral Manager, its affiliates or Owners in connection with their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (A) that it is serving as collateral manager of the Company Issuer, (B) the nature, aggregate principal amount and overall performance of the Assets, (C) the amount of earnings on the Assets, (D) such other information about the Issuer, the Assets and the Notes as is customarily disclosed by managers of collateralized loan obligations and (E) each of its respective employees, representatives or other agents may disclose to any Subsidiary and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to them relating to such United States federal income tax treatment and United States income tax structure. Nothing in this Agreement prohibits the reporting of possible violations of state or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by federal law or legal process regulation to which or otherwise responding to or cooperating with an investigation by any governmental agency or entity, including the Advisor Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or any Person to whom disclosure is permitted hereunder is a party; (viii) to making other disclosures that are protected under the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly available. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6. The whistleblower provisions of this Section 6 shall survive the expiration federal, state or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelylocal law or regulation.

Appears in 1 contract

Samples: Collateral Management Agreement (MidCap Financial Investment Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain appropriate books of accounts account and records relating to services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives an authorized representative of the Company or any Subsidiary Issuer, the Trustee and the Independent accountants appointed by the Issuer pursuant to the Indenture at any a mutually agreed-upon time during normal business hours and upon reasonable advance prior notice; provided that the Collateral Manager shall not be obligated to provide access to any non-public information if the Collateral Manager in good faith determines that the disclosure of such information would violate any applicable law, regulation or contractual arrangement. The Advisor Collateral Manager shall follow its customary procedures to keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (ii) with the prior written consent of the Board Issuer (which consent shall not be unreasonably withheld), (ii) such information as the Rating Agencies shall reasonably request in connection with their rating or evaluation of Directors; the Notes and/or the Collateral Manager, as applicable, (iii) as required by law, regulation, court order or the rules, regulations, or request of any regulatory or self-regulating organization, body or official (including any securities exchange on which the Notes may be listed from time to legal counseltime) having jurisdiction over the Collateral Manager or its Affiliates or as otherwise required by law or judicial process, (iv) such information as shall have been publicly disclosed other than in violation of this Agreement, (v) to its members, officers, directors, and employees, and to its attorneys, accountants and other professional advisors advisers in conjunction with the transactions described herein, (vi) such information as may be necessary or desirable in order for the Collateral Manager to prepare, publish and distribute to any Person any information relating to the Company; (iv) to appraisers, financing sources and others in the ordinary course investment performance of the Company’s business; Assets, (v) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; (vivii) in connection with any governmental or regulatory filings the enforcement of the Company Collateral Manager’s rights hereunder or in any Subsidiary dispute or disclosure or presentations to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; proceeding related hereto, (viii) to the extent reasonably required to perform the services under this Agreement; or Trustee, (ix) to the extent required pursuant to any Hedge Agreement of the Issuer, (x) to Holders and potential purchasers of any of the Securities, (xi) in connection with establishing trading or investment accounts or otherwise in connection with effecting transactions on behalf of the Issuer and (xii) such information is otherwise publicly availableas may be obtained by the Collateral Manager other than in connection with the services rendered hereunder. The foregoing Subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, nothing contained herein shall not apply prevent the Collateral Manager from discussing its activities hereunder in a general way in the normal course of its business, including, without limitation, general discussions with other Persons regarding its ability to act as a collateral manager and its past performance in such capacity. In addition, subject to compliance with the requirements of any law, rule or regulation applicable to the Collateral Manager, with respect to information that has previously become publicly available through the actions Collateral Manager obtains or develops regarding the Collateral Obligations or Eligible Investments (including, without limitation, information regarding ratings, yield, creditworthiness, financial condition and prospects of a Person other than any issuer thereof) in connection with the Advisor not resulting from the Advisor’s violation performance of its services hereunder, nothing in this Section 6. The provisions 10 shall prevent the Collateral Manager or its Affiliates, in the conduct of this Section 6 shall survive the expiration their respective businesses, from using such information or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any disclosing such information to others so long as such other use does not, in its reasonable judgment, disadvantage the same degree set forth Issuer. Notwithstanding anything to the contrary contained in this Section 6; provided that with respect Agreement, all persons may disclose to trade secretsany and all persons, without limitation of any kind, the obligations under this Section 6 shall survive indefinitelyU.S. Federal, state and local tax treatment of the Securities and the Issuer, any fact that may be relevant to understanding the U.S. Federal, state and local tax treatment of the Securities and the Issuers, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. Federal, state and local tax treatment and that may be relevant to understanding such tax treatment.

Appears in 1 contract

Samples: Collateral Management Agreement (Capitalsource Inc)

Records; Confidentiality. The Advisor Manager shall maintain appropriate books of accounts account, records and records files relating to any services performed under this Agreementhereunder, and such books of account account, records and records files shall be accessible for inspection by representatives of Residential and each of the Company or any Subsidiary at any time Subsidiaries during normal business hours upon reasonable advance written notice. The Advisor Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement Confidential Information and shall not disclose any such information (or use the same Confidential Information except in furtherance of its duties under this Agreement) Agreement or disclose Confidential Information, in whole or in part, to any Person other than to (i) its Affiliatesto directors, officers, directors, employees, agents, representatives or advisor advisors of the Manager, any Manager Related Party or their Affiliates who need to know such confidential information Confidential Information for the purpose of rendering services hereunder; , (ii) with the prior written consent of the Board of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, lenders or other financing sources sources, commercial counterparties or any similar entity and others in the ordinary course of Residential’s and the Company’s business; Subsidiaries’ business (v(i) pursuant to the order of governmental officials having jurisdiction over the Company or any Subsidiary; and (viii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company Manager, Residential and any of the Subsidiaries (including, if required by law, any filings made by the Manager, Residential or any Subsidiary as a result of its status as a public company) or disclosure or presentations to Residential’s investors (subject to compliance with Regulation FD), (iv) to governmental officials having jurisdiction over Residential or any the Company’s stockholders or prospective stockholders; Subsidiaries, (viiv) as required requested by law or legal process to which the Advisor Manager or any Person to whom disclosure is permitted hereunder is a party; party or (viiivi) otherwise with the consent of the Board of Directors. The Manager shall inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation of, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to perform its legal counsel or independent auditors; provided, however, that with respect to clauses (i) and (ii), it is agreed that, so long as it is not legally prohibited, the services under Manager will provide the Board of Directors with written notice, within a reasonable period of time of such order, request or demand so that Residential may seek an appropriate protective order and/or waive the Manager’s compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose only that portion of such information that is legally required without liability hereunder; provided that the Manager shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded to such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from provisions hereof: any Confidential Information that (A) is available to the public from a source other than the Manager, a Manager Related Party or the Affiliates of the Manager, (ixB) is released by Residential or any of the Subsidiaries to the public (except to the extent exempt under Regulation FD) or to Persons who are not under similar obligations of confidentiality to Residential and each of the Subsidiaries, or (C) is obtained by the Manager from a third Person which, to the best of the Manager’s knowledge, does not constitute a breach by such information is otherwise publicly available. The foregoing shall not apply third Person of an obligation of confidence with respect to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation of this Section 6Confidential Information disclosed. The provisions of this Section 6 10 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitely.

Appears in 1 contract

Samples: Asset Management Agreement (Altisource Residential Corp)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Trustee, the Holders, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than three Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use the same excluding any Holders and beneficial owners of Debt) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as a Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates, (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates or (viiii) the rules and regulations of any stock exchange on which the Debt may be listed, (e) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager, its Affiliates or Owners in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (a) that it is serving as collateral manager of the Company Issuer, (b) the nature, aggregate principal amount and overall performance of the Issuer’s assets, (c) the amount of earnings on the Assets, (d) such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (e) each of its respective employees, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholders; (vii) as required by law or legal process them relating to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) to the extent reasonably required to perform the services under this Agreement; or (ix) to the extent such information is otherwise publicly availableU.S. federal income tax treatment and U.S. income tax structure. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of , the Holders shall not be considered “non-affiliated third parties.” Nothing in this Section 6 shall survive prohibits any Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the expiration Department of Justice, the Securities and Exchange Commission, the United States Congress, and any agency inspector general, or earlier termination making other disclosures that are protected under the whistleblower provisions of this Agreement for a period of one yearfederal law or regulation. The Advisor shall cause its agents, representatives and subcontractors There is no prior authorization necessary hereunder to keep confidential make any such information reports or disclosures and there is no requirement hereunder to notify the same degree set forth in this Section 6; provided Collateral Manager that with respect to trade secrets, the obligations under this Section 6 shall survive indefinitelyany such reports or disclosures have been made.

Appears in 1 contract

Samples: Collateral Management Agreement (Golub Capital BDC 3, Inc.)

Records; Confidentiality. The Advisor Collateral Manager shall maintain or cause to be maintained appropriate books of accounts account and records relating to its services performed under this Agreementhereunder, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary Issuer, the Collateral Trustee, the Collateral Administrator, and the Independent accountants appointed by the Collateral Manager on behalf of the Issuer pursuant to Article X of the Indenture at any time during normal business hours and upon reasonable advance not less than five (5) Business Days’ prior notice. The Advisor Collateral Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement hereunder and shall not disclose any such information to non-affiliated third parties (or use excluding any Holders of the same Debt) except in furtherance of its duties under this Agreement) to any Person other than to (i) its Affiliates, officers, directors, employees, agents, representatives or advisor who need to know such confidential information for the purpose of rendering services hereunder; (iia) with the prior written consent of the Board Issuer, (b) such information as the Rating Agency shall reasonably request in connection with its rating of Directors; (iii) to legal counsel, accountants and other professional advisors to the Company; (iv) to appraisers, financing sources and others Secured Debt or supplying credit ratings or estimates on any obligation included in the ordinary course Assets, (c) in connection with establishing trading or investment accounts or otherwise in connection with effecting Transactions on behalf of the Company’s business; Issuer, (vd) pursuant to as required by (i) applicable law, regulation, court order, legal process or a request by a governmental regulatory agency with jurisdiction over the order Collateral Manager or any of governmental officials its Affiliates or (ii) the rules or regulations of any self-regulating organization, body or official having jurisdiction over the Company Collateral Manager or any Subsidiary; of its Affiliates, (vie) to its professional advisors (including, without limitation, legal, tax and accounting advisors), (f) such information as shall have been publicly disclosed other than in known violation of this Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreement, the Credit Agreement or the provisions of the Indenture or shall have been obtained by the Collateral Manager on a non-confidential basis, (g) such information as is necessary or appropriate to disclose so that the Collateral Manager may perform its duties hereunder, under the Collateral Administration Agreement, the Indenture or any other Transaction Document or (h) general performance information which may be used by the Collateral Manager or its Affiliates in connection with any governmental or regulatory filings their marketing activities. Notwithstanding the foregoing, it is agreed that the Collateral Manager may disclose (i) that it is serving as collateral manager of the Company Issuer, (ii) the nature, aggregate principal amount and overall performance of the Issuer’s Assets, (iii) the amount of earnings on the Assets, (iv) such other information about the Issuer, the Assets and the Debt as is customarily disclosed by managers of collateralized loan obligations and (v) each of its respective employees, shared personnel, representatives or other agents may disclose to any Subsidiary or disclosure or presentations and all Persons, without limitation of any kind, the United States federal income tax treatment and United States federal income tax structure of the transactions contemplated by the Indenture, this Agreement and the related documents and all materials of any kind (including opinions and other tax analyses) that are provided to the Company’s stockholders or prospective stockholdersthem relating to such United States federal income tax treatment and United States federal income tax structure; (vii) as required by law or legal process to which the Advisor or any Person to whom disclosure is permitted hereunder is a party; (viii) provided that such United States federal income tax treatment and United States federal income tax structure shall be kept confidential to the extent reasonably required necessary to perform the services under this Agreement; comply with applicable United States federal or (ix) to the extent such information is otherwise publicly availablestate laws. The foregoing shall not apply to information that has previously become publicly available through the actions of a Person other than the Advisor not resulting from the Advisor’s violation For purposes of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year. The Advisor shall cause its agents, representatives and subcontractors to keep confidential any such information to the same degree set forth in this Section 6; provided that with respect to trade secrets, the obligations under this Section 6 Holders of the Debt shall survive indefinitelynot be considered “non-affiliated third parties.

Appears in 1 contract

Samples: Collateral Management Agreement (PennantPark Floating Rate Capital Ltd.)

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