Confidentiality; Publicity 13.1.1 Neither Party will disclose the terms or conditions of this Agreement to a third party (other than the Party’s employees, guarantor, lenders, counsel, accountants, agents or advisors who have to know such information and have agreed to keep such terms confidential), except in accordance with the terms set forth in this Section. In the event that any Party (or any of such Party’s employees, guarantors, lenders, counsel, accountants, agents or advisors) (collectively, the “Required Party”) is required to disclose any term of this Agreement (i) in order to comply with any applicable law or regulation, including, but not limited to, any public records request, or request of any regulatory agency having colorable jurisdiction over the Party and requesting the confidential information in the ordinary course of business; (ii) pursuant to any rule or requirement of any Certification Authority, Administrator or Governmental Authority administering an Applicable Program; or (iii) in connection with any court or regulatory proceeding, the Required Party shall (a) provide the other Party (the “Notified Party”) with prompt written notice of any such request or requirement so that such Notified Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section and (b) reasonably cooperate with such Notified Party to obtain such protective order or other remedy. In the event such protective order or other remedy is not obtained and the Notified Party fails to waive compliance with this Section of this Agreement, the Required Party agrees to (I) furnish only those terms of this Agreement for which the Required Party is advised by its legal counsel in writing that it is legally required to be disclosed, (II) upon the Notified Party’s request and expense, use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such terms, and (III) give the Notified Party prior written notice of the terms to be disclosed as far in advance of its disclosure as is reasonably practicable. Notwithstanding anything in this Section 13.1.1 to the contrary, Duke Carolinas may, without the consent of, or any prior notice to, Seller, disclose the terms or conditions of this Agreement in any REPS-related compliance report or filing made by Duke Carolinas with the NCUC.