Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by any Loan Party, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Falconstor Software Inc), Term Loan Credit Agreement (Falconstor Software Inc)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which such Agent or Lender is aware or (B) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; (f) aware. Any Person required to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio maintain the confidentiality of Information as provided in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons this Section shall be bound by obligations considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality in respect of such information no less restrictive than this Section 15.9; (h) Information as such Person would accord to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Bridge Credit Agreement (CDK Global Holdings, LLC), Bridge Credit Agreement (CDK Global Holdings, LLC)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to which Administrative Agent the enforcement of rights of the Agents or such Lender is a party; the Lenders against the Borrowers under this Agreement or any other Loan Document, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, swap or derivative transaction or any Lender who may provide Bank Products credit insurance provider relating to the Loan PartiesBorrower and its obligations, provided that, all such Persons shall be bound by obligations (vii) with the consent of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; the Company or (iviii) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or such Information (A) becomes publicly available other remedy or waive compliance, in whole or in part, with the terms than as a result of a breach of this Section 15.9, and Administrative of which such Agent and such or Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents is aware or (B) becomes available to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision breach of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to of which such Agent or Lender is aware. For the treatment purposes of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.Section,
Appears in 2 contracts
Samples: Credit Agreement (CDK Global Holdings, LLC), Credit Agreement (CDK Global Holdings, LLC)
Confidentiality; Non-Public Information. 15.9.1 (a) As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer 61 identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by any Loan PartyParty and designated as confidential, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws)examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by any Loan PartyParty and designated as confidential, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws)examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Qumu Corp), Term Loan Credit Agreement
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Company; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender who may provide Bank Products on a nonconfidential basis prior to disclosure by the Loan Parties, Company; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Company after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Credit Agreement (Agilent Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; aware or (fB) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products becomes available to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower other than as a result of a tombstone breach of this Section of which the Administrative Agent or similar advertising material such Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower relating to the financing transactions contemplated by this AgreementBorrower or its business, and other than any such information that is available to the Administrative Agent reserves or any Lender on a nonconfidential basis prior to disclosure by the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision Borrower other than as a result of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts a breach of this Section 15.9 of which the Administrative Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Credit Agreement (CDK Global, Inc.), Credit Agreement (CDK Global, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree agrees to use commercially reasonable efforts maintain the confidentiality of the Information (no lesser than as defined below), except that Information may be disclosed (i) to its Affiliates and its and its Affiliates’ directors, officers, employees, agents and other Related Parties, including accountants, legal counsel and other advisors, to its Approved Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the efforts confidential nature of such Information and instructed to keep such Information confidential or shall be subject to a professional obligation of confidentiality), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, the Administrative Agent or such Lender applies shall (except with respect to maintain any audit or examination conducted by any Governmental Authority), to the confidentiality extent practicable and not prohibited by law, inform the Company promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Company under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its own confidential informationrights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to maintain any swap or derivative transaction or any credit insurance provider relating to the Company and its obligations, (vii) with the written consent of the Company, (viii) on a confidential basis to (A) any rating agency in connection with the rating of the Company or its Subsidiaries or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement or (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware, (B) becomes available to the Administrative Agent or any Lender on a non-confidential all confidential information provided to them by any Loan Partybasis from a source other than the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. In addition, except that the Administrative Agent and each Lender may disclose such information (a) the existence of this Agreement and the amount of its Commitment to Persons employed or engaged by market data collectors, similar service providers, to the lending industry and service providers to the Administrative Agent or such any Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise administration of any right or remedy under this Agreement, the other Loan Documents and the Commitments. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or in connection with its Subsidiaries or their businesses, other than any litigation such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; (f) aware. Any Person required to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio maintain the confidentiality of Information as provided in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons this Section shall be bound by obligations considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality in respect of such information no less restrictive than this Section 15.9; (h) Information as such Person would accord to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 2 contracts
Samples: Term Credit Agreement (Broadridge Financial Solutions, Inc.), Term Credit Agreement (Broadridge Financial Solutions, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender who may provide Bank Products on a nonconfidential basis prior to disclosure by the Loan Parties, Borrower; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Borrower after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) to any Affiliate with the consent of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidentialCompany; or (iix) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.Information
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender who may provide Bank Products on a nonconfidential basis prior to disclosure by the Loan Parties, Borrower; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Borrower after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Keysight Technologies, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all confidential information provided to them by any Loan PartyParty and designated as confidential, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws)examiner, or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, the Issuing Lenders or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: Credit Agreement (Cyalume Technologies Holdings, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative (a) Each Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrower or any other Loan Party under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which Administrative such Agent or such Lender is a party; aware or (fB) becomes available to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower other than as a result of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision breach of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to of which such Agent or such Lender is aware. For the treatment purposes of confidential informationthis Section, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.“
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative (a) Each Agent and each Lender agree to use commercially reasonable efforts maintain the confidentiality of the Information (no lesser as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers or any other Loan Party under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrowers and their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than the efforts Administrative as a result of a breach of this Section of which such Agent or such Lender applies is aware or (B) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a breach of this Section of which such Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any 104 such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a breach of this Section of which such Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information) to maintain as confidential all confidential information provided to them by any Loan Party, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent Information may be disclosed (i) to its and each Lender may disclose its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information in connection with the credit facilities established hereunder (ait being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to Persons employed the extent requested by any Governmental Authority or engaged any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Administrative Agent applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such Lender requirement or such Lender’s Affiliates request (except with respect to any audit or Approved Funds in evaluatingexamination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (y) any direct or indirect, actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Issuing Bank, such Lender who may provide Bank Products or such Affiliate to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect have possession of such information no less restrictive than illegally or as a result of a violation of this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderSection. In addition, the case Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of any disclosure under Sections 15.9.1(c)this Agreement and information about this Agreement to market data collectors, (d), (e) similar service providers to the lending industry and (f), service providers to the Administrative Agent and such Lender will provide Borrowerthe Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with such information is customarily provided to such Persons. For the terms purposes of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Borrower under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; aware or (fB) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products becomes available to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower other than as a result of a tombstone or similar advertising material relating to breach of this Section of which the financing transactions contemplated by this Agreement, and Administrative Agent reserves or such Lender is aware. For the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision purposes of any confidentiality agreementthis Section, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.“
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrowers and their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; aware or (fB) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products becomes available to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a tombstone breach of this Section of which the Administrative Agent or similar advertising material Lender is aware. For the purposes of this Section, “Information” means all information received from the Company relating to the financing transactions contemplated by this AgreementCompany or its business, and other than any such information that is available to the Administrative Agent reserves or any Lender on a nonconfidential basis prior to disclosure by the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision Company other than as a result of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts a breach of this Section 15.9 of which the Administrative Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender who may provide Bank Products on a nonconfidential basis prior to disclosure by the Loan Parties, Borrower; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Borrower after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Each of the Administrative Agent’s policies , the Lenders, the Swingline Lender and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each the Issuing Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of non-public information with respect to the Borrower and its own confidential information) Subsidiaries which is furnished pursuant to maintain as confidential all confidential information provided this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to them by any Loan Partyherein or therein, except that Administrative Agent and each Lender may disclose such information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or disclosure is made will be informed of the confidential nature of such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering Information and instructed to keep such Information confidential and that the Term Loans and the Term Loan Commitments, provided that, all such Persons disclosing party shall be bound by obligations of confidentiality in respect remain responsible for any unauthorized disclosure of such information no less restrictive than this Section 15.9; by such Persons), (b) to the extent requested by any assignee or participant or potential assignee or participant that has agreed regulatory authority purporting to comply with have jurisdiction over it (including any self-regulatory authority, such as the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) aboveNational Association of Insurance Commissioners); , (c) as to the extent required by applicable laws or requested regulations or by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (d) asto any other party hereto, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right remedies hereunder, under any other Credit Document or remedy Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Documents Borrower and its obligations, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with any litigation to which Administrative Agent the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or such Lender is (iv) a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information no less restrictive than and instructed to keep such information confidential and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section 15.9; Section), (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; with the consent of the Borrower or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or such information (x) becomes publicly available other remedy or waive compliance, in whole or in part, with the terms than as a result of a breach of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents or (y) becomes available to the publication by Administrative Agent Agent, any Lender, the Swingline Lender, the Issuing Lender or any Lender of their respective Affiliates on a tombstone or similar advertising material relating nonconfidential basis from a source other than the Borrower. Any Person required to maintain the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations confidentiality of information necessary and customary for inclusion as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) to any Affiliate with the consent of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; Borrower or (iix) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or such Information (A) becomes publicly available other remedy or waive compliance, in whole or in part, with the terms than as a result of a breach of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.or
Appears in 1 contract
Samples: Bridge Credit Agreement
Confidentiality; Non-Public Information. 15.9.1 As required by federal law (a) Each Agent, Issuing Bank and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy under any suit, action or proceeding relating the Loan Documents or in connection with any litigation enforcement of rights hereunder, (vi) subject to which Administrative Agent or such Lender is a party; (f) an agreement containing provisions substantially the same as those of this Section, to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate assignee of Administrative Agentor Participant in, or any Lender who may provide Bank Products prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (vii) with the consent of the Company or (viii) to the Loan Partiesextent such Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Company after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent Information may be disclosed (i) to its and each Lender may disclose its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information in connection with the credit facilities established hereunder (ait being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to Persons employed the extent requested by any Governmental Authority or engaged any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Administrative Agent applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such Lender requirement or such Lender’s Affiliates request (except with respect to any audit or Approved Funds in evaluatingexamination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (y) any direct or indirect, actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender who may provide Bank Products or such Affiliate to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect have possession of such information no less restrictive than illegally or as a result of a violation of this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderSection. In addition, the case Administrative Agent, the Lenders may disclose the existence of any disclosure under Sections 15.9.1(c)this Agreement and information about this Agreement to market data collectors, (d), (e) similar service providers to the lending industry and (f), service providers to the Administrative Agent and such Lender will provide Borrowerthe Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with such information is customarily provided to such Persons. For the terms purposes of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Lender or any Lender who may provide Bank Products to of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderBorrower. In addition, the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrowerthe Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, lending industry and service providers to the Agents and the Lenders in whole or in part, connection with the terms administration of this Section 15.9Agreement, the other Loan Documents, the Loans and Administrative Agent and such Lender will reasonably cooperate with Borrowerthe Commitments. For the purposes of this Section, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of a tombstone or similar advertising material relating information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion confidentiality of Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: Term Credit Agreement (Keysight Technologies, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Each of the Administrative Agent’s policies , the Lenders, the Swingline Lender and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies Issuing Lenders agrees to maintain the confidentiality of non-public information with respect to the Borrower and its own confidential information) Subsidiaries which is furnished pursuant to maintain as confidential all confidential information provided this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to them by any Loan Partyherein or therein, except that Administrative Agent and each Lender may disclose such information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or disclosure is made will be informed of the confidential nature of such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering Information and instructed to keep such Information confidential and that the Term Loans and the Term Loan Commitments, provided that, all such Persons disclosing party shall be bound by obligations of confidentiality in respect remain responsible for any unauthorized disclosure of such information no less restrictive than this Section 15.9; by such Persons), (b) to the extent requested by any assignee or participant or potential assignee or participant that has agreed regulatory authority purporting to comply with have jurisdiction over it (including any self-regulatory authority, such as the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) aboveNational Association of Insurance Commissioners); , (c) as to the extent required by applicable laws or requested regulations or by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (d) asto any other party hereto, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right remedies hereunder, under any other Credit Document or remedy Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Documents Borrower and its obligations, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with any litigation to which Administrative Agent the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or such Lender is (iv) a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information no less restrictive than and instructed to keep such information confidential and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section 15.9; Section), (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; with the consent of the Borrower or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or such information (x) becomes publicly available other remedy or waive compliance, in whole or in part, with the terms than as a result of a breach of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.121
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies Lxxxxx agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent Information may be disclosed (i) to its and each Lender may disclose its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information in connection with the credit facilities established hereunder (ait being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to Persons employed the extent requested by any Governmental Authority or engaged any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Administrative Agent applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such Lender requirement or such Lender’s Affiliates request (except with respect to any audit or Approved Funds in evaluatingexamination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (y) any direct or indirect, actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Issuing Bank, such Lender who may provide Bank Products or such Affiliate to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect have possession of such information no less restrictive than illegally or as a result of a violation of this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderSection. In addition, the case Administrative Agent, the Lenders and the Issuing Banks may disclose the existence of any disclosure under Sections 15.9.1(c)this Agreement and information about this Agreement to market data collectors, (d), (e) similar service providers to the lending industry and (f), service providers to the Administrative Agent and such Lender will provide Borrowerthe Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with such information is customarily provided to such Persons. For the terms purposes of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law Each Agent, Issuing Bank and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by defined below), and will not use such Information for any Loan Partypurpose or in any manner except in connection with this Agreement, except that Administrative Agent and each Lender Information may disclose such information be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than this Section 15.9; Information and instructed to keep such Information confidential), (b) to the extent requested by any assignee regulatory or participant or potential assignee or participant self-regulatory authority (it being understood that has agreed it will to comply the extent reasonably practicable provide the Company with the covenant contained in this Section 15.9 (and any an opportunity to request confidential treatment from such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) aboveauthority); , (c) as to the extent required by applicable laws or requested regulations or by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; , (d) asto any other party to this Agreement, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) to the extent necessary to prosecute or defend any claim, in connection with the exercise of any right remedies hereunder or remedy under any suit, action or proceeding relating to this Agreement or any other Loan Document or the Loan Documents enforcement of rights hereunder or in connection with any litigation to which Administrative Agent or such Lender is a party; thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any nationally recognized swap or derivative transaction relating to the Company, Thomson-Reuters PLC or any subsidiary and its obligations or (iii) any rating agency that requires access to information about a agency, insurer or insurance broker of any Lender or any Affiliate of any Lender’s investment portfolio in connection with ratings issued with respect to such Lender; , (g) to any Affiliate with the written consent of Administrative Agent, the Company or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which the extent such information has been identified as confidential; or Information (i) that ceases to be confidential through no fault becomes publicly available other than as a result of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms a breach of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any other confidentiality agreement to which it is party with the Company, Thomson-Reuters PLC or any of their subsidiaries or (ii) becomes available to such Agent, Issuing Bank or Lender on a nonconfidential basis from a source other than the Company or Thomson-Reuters PLC. For the purposes of a tombstone this Section, “Information” means all confidential information received from the Company or similar advertising material Thomson-Reuters PLC relating to the financing transactions contemplated Company, Thomson-Reuters PLC or their businesses or their subsidiaries, other than any such information that is available to any Agent, Issuing Bank or Lender on a nonconfidential basis prior to disclosure by the Company or Thomson-Reuters PLC. Any Person required to maintain the confidentiality of Information as provided in this AgreementSection shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning each of the Company, Thomson-Reuters PLC or their Related Parties or securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with the procedures and Applicable Law, including Federal, State, provincial, territorial and foreign securities laws. All Information, including requests for waivers and amendments, furnished by the Company, Thomson-Reuters PLC or the General Administrative Agent reserves pursuant to, or in the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision course of any confidentiality agreementadministering, this Agreement will be syndicate-level information, which may contain material non-disclosure agreement public information about each of the Company, Thomson-Reuters PLC and their Related Parties or other similar agreement between Borrower and securities. Accordingly, each Lender conflicts with or contradicts this Section 15.9 with respect represents to the treatment of confidential informationCompany, this section shall supersede all such prior or contemporaneous agreements Thomson-Reuters PLC and understandings between the partiesGeneral Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and Applicable Law, including Federal, State, provincial, territorial and foreign securities laws.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) to any Affiliate with the consent of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidentialCompany; or (iix) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or such Information (A) becomes publicly available other remedy or waive compliance, in whole or in part, with the terms than as a result of a breach of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borroweror (B) becomes NYDOCS02/1175986.51175986.8 95 AVAILABLE TO THE ADMINISTRATIVE AGENT, at Borrower’s expenseANY ISSUING BANK, with respect theretoANY LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES ON A NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY. Notwithstanding the foregoingIN ADDITION, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this AgreementTHE ADMINISTRATIVE AGENT AND THE LENDERS MAY DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND INFORMATION ABOUT THIS AGREEMENT TO MARKET DATA COLLECTORS, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurementsSIMILAR SERVICE PROVIDERS TO THE LENDING INDUSTRY AND SERVICE PROVIDERS TO THE AGENTS AND THE LENDERS IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE COMMITMENTS. If any provision of any confidentiality agreementFOR THE PURPOSES OF THIS SECTION, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information“INFORMATION” MEANS ALL INFORMATION RECEIVED FROM THE COMPANY RELATING TO THE COMPANY OR ITS BUSINESS, this section shall supersede all such prior or contemporaneous agreements and understandings between the partiesOTHER THAN ANY SUCH INFORMATION THAT IS AVAILABLE TO THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER ON A NONCONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE COMPANY; PROVIDED THAT, IN THE CASE OF INFORMATION RECEIVED FROM THE COMPANY AFTER THE DATE HEREOF, SUCH INFORMATION IS CLEARLY IDENTIFIED AT THE TIME OF DELIVERY AS CONFIDENTIAL. ANY PERSON REQUIRED TO MAINTAIN THE CONFIDENTIALITY OF INFORMATION AS PROVIDED IN THIS SECTION SHALL BE CONSIDERED TO HAVE COMPLIED WITH ITS OBLIGATION TO DO SO IF SUCH PERSON HAS EXERCISED THE SAME DEGREE OF CARE TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AS SUCH PERSON WOULD ACCORD TO ITS OWN CONFIDENTIAL INFORMATION.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent Information may be disclosed (i) to its and each Lender may disclose its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information in connection with the credit facilities established hereunder (ait being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to Persons employed the extent requested by any Governmental Authority or engaged any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Administrative Agent applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such Lender requirement or such Lender’s Affiliates request (except with respect to any audit or Approved Funds in evaluatingexamination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under [[5276821]] this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (y) any direct or indirect, actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender who may provide Bank Products or such Affiliate to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect have possession of such information no less restrictive than illegally or as a result of a violation of this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderSection. In addition, the case Administrative Agent, the Lenders may disclose the existence of any disclosure under Sections 15.9.1(c)this Agreement and information about this Agreement to market data collectors, (d), (e) similar service providers to the lending industry and (f), service providers to the Administrative Agent and such Lender will provide Borrowerthe Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with such information is customarily provided to such Persons. For the terms purposes of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and (a) The Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent each Issuing Bank and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrowers and their obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Company; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender who may provide Bank Products on a nonconfidential basis prior to disclosure by the Loan Parties, Company; provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c)information received from the Company after the date hereof, (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, information is clearly identified at the time of delivery as confidential. Any Person required to maintain the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, confidentiality of Information as provided in whole or in part, with the terms of this Section 15.9, and Administrative Agent and shall be considered to have complied with its obligation to do so if such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding Person has exercised the foregoing, Borrower consents same degree of care to maintain the publication by Administrative Agent or any Lender confidentiality of a tombstone or similar advertising material relating such Information as such Person would accord to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Each of the Administrative Agent’s policies , the Lenders, the Swingline Lender and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies Issuing Lenders agrees to maintain the confidentiality of non-public information with respect to the Borrower and its own confidential information) Subsidiaries which is furnished by or on behalf of Borrower or its Subsidiaries pursuant to maintain as confidential all confidential information provided this Agreement, any other Credit Documents or any documents contemplated by or referred to them by any Loan Partyherein or therein, except that Administrative Agent and each Lender may disclose such information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than this Section 15.9; and instructed to keep such information confidential and that the disclosing party shall remain responsible for any unauthorized disclosure of such information by such Persons), (b) to the extent requested by any assignee or participant or potential assignee or participant that has agreed regulatory authority purporting to comply with have jurisdiction over it (including any self- regulatory authority, such as the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) aboveNational Association of Insurance Commissioners); , (c) as to the extent required by applicable laws or requested regulations or by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (d) asto any other party hereto, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right remedies hereunder, under any other Credit Document or remedy Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to (i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Documents Borrower and its obligations, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that such information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with any litigation to which Administrative Agent the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or such Lender is (iv) a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio regarding the Credit Parties, the Loans and Credit Documents in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information no less restrictive than and instructed to keep such information confidential and, in the case of any recipient described in clauses (i), (ii) or (iii), required to execute an agreement containing provisions substantially the same as those of this Section 15.9; Section), (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; with the consent of the Borrower or (i) that ceases to be confidential through no fault the extent such information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent Agent, any Lender, the Swingline Lender, the Issuing Lenders or any Lenderof their respective Affiliates on a nonconfidential basis from a source other than the Borrower. Any Person required to maintain the confidentiality of information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord to its own confidential information. In addition, the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower Lenders may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.disclose the
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Each of the Administrative Agent’s policies , the Lenders, the Swingline Lender and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each the Issuing Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of non-public information with respect to the Borrower and its own confidential information) Subsidiaries which is furnished pursuant to maintain as confidential all confidential information provided this Credit Agreement, any other Credit Documents or any documents contemplated by or referred to them by any Loan Partyherein or therein, except that Administrative Agent and each Lender may disclose such information may be disclosed (a) to its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or disclosure is made will be informed of the confidential nature of such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering Information and instructed to keep such Information confidential and that the Term Loans and the Term Loan Commitments, provided that, all such Persons disclosing party shall be bound by obligations of confidentiality in respect remain responsible for any unauthorized disclosure of such information no less restrictive than this Section 15.9; by such Persons), (b) to the extent requested by any assignee or participant or potential assignee or participant that has agreed regulatory authority purporting to comply with have jurisdiction over it (including any self-regulatory authority, such as the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) aboveNational Association of Insurance Commissioners); , (c) as to the extent required by applicable laws or requested regulations or by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; provided that such Person will, to the extent permitted by law, promptly give notice to the Borrower before any such disclosure so that the Borrower may seek to obtain a protective order, (d) asto any other party hereto, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right remedies hereunder, under any other Credit Document or remedy under Bank Product or any action or proceeding relating to this Agreement, any other Credit Document or Bank Product or the Loan Documents enforcement of rights hereunder or in connection with any litigation to which Administrative Agent or such Lender is a party; thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases any actual or prospective counterparty (or its advisors) to be confidential through no fault of Administrative Agent any swap or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material derivative transaction relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential informationits obligations, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.113
Appears in 1 contract
Samples: Credit Agreement (Hni Corp)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons employed or engaged by Administrative Agent or to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than Information and instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority or any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Company, to the extent permitted by law, of any such requirement or request (except with respect to any audit or examination conducted by any Governmental Authority) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 15.9; Section), (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies hereunder or remedy any suit, action or proceeding relating the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Company and its obligations, this Agreement or payments hereunder; (vii) on a confidential basis to (x) any rating agency in connection with rating the Company or its Subsidiaries or their Obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.to
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or engaged indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by Administrative Agent or such Lender or any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender’s Affiliates , (iii) to the extent required by applicable laws or Approved Funds in evaluatingregulations or by any subpoena or similar legal process, approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with this Agreement, (v) to the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as extent required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on advisable in the advice judgment of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or counsel in connection with any litigation suit, action or proceeding relating to the enforcement of rights of the Administrative Agent or the Lenders against the Borrowers under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrowers and their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is a party; aware or (fB) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, or any Lender who may provide Bank Products becomes available to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(c), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with the terms of this Section 15.9, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents to the publication by Administrative Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a tombstone breach of this Section of which the Administrative Agent or similar advertising material such Lender is aware. For the purposes of this Section, “Information” means all information received from the Company relating to the financing transactions contemplated by this AgreementCompany or its business, and other than any such information that is available to the Administrative Agent reserves or any Lender on a nonconfidential basis prior to disclosure by the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision Company other than as a result of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts a breach of this Section 15.9 of which the Administrative Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Confidentiality; Non-Public Information. 15.9.1 As required by federal law (a) Each Agent, Issuing Bank and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to its Approved Funds’ directors and officers and to any direct or engaged by Administrative Agent or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than this Section 15.9; Information and instructed to keep such Information confidential), (bii) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or extent requested by any federal Governmental Authority or state any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or examiner regulations or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or provided that in connection with any litigation to which Administrative Agent such requirement by a subpoena or similar legal process, such Agent, Issuing Bank or Lender is a party; shall (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued except with respect to such Lender; (g) to any Affiliate of Administrative Agent, audit or examination conducted by any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(cGovernmental Authority), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent practicable and not prohibited by law, inform the Borrower promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with reasonably prompt notice thereof so that any suit, action or proceeding relating to the enforcement of rights of the Agents, Issuing Banks or Lenders against the Borrower may seekunder this Agreement or any other Loan Document, at Borrower’s sole expense(vi) subject to an agreement containing provisions substantially the same as those of this Section, an appropriate protective order to (A) any assignee of or other remedy Participant in, or waive complianceany prospective assignee of or Participant in, in whole any of its rights or in partobligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) with the terms consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 15.9of which such Agent, and Administrative Agent and such Issuing Bank or Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents is aware or (B) becomes available to the publication by Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower other than as a result of a tombstone breach of this Section of which such Agent, Issuing Bank or similar advertising material Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower relating to the financing transactions contemplated by this AgreementBorrower or its business, and Administrative Agent reserves the right other than any such information that is available to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreementAgent, Issuing Bank or Lender on a non-confidential basis prior to disclosure agreement or by the Borrower other similar agreement between Borrower and Lender conflicts with or contradicts than as a result of a breach of this Section 15.9 of which such Agent, Issuing Bank or Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. (a) The Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent Information may be disclosed (i) to its and each Lender may disclose its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who need to know such information in connection with the credit facilities established hereunder (ait being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to Persons employed the extent requested by any Governmental Authority or engaged any other regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self‑regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Administrative Agent applicable laws or regulations or by any subpoena or similar legal process (but only after giving prompt written notice to the Borrower, to the extent permitted by law, of any such Lender requirement or such Lender’s Affiliates request (except with respect to any audit or Approved Funds in evaluatingexamination conducted by any Governmental Authority) so that the Borrower may seek a protective order or other appropriate remedy and/or waive compliance with this Section), approving, structuring or administering the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (biv) to any assignee or participant or potential assignee or participant that has agreed other party to comply with the covenant contained in this Section 15.9 Agreement, (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (ev) in connection with the exercise of any right remedies under this Agreement or remedy any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its [[DMS:5352758v9:6/11/2020 5:16:46 PM rights and obligations under this Agreement, (y) any direct or indirect, actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Loan Documents Borrower and its obligations, this Agreement or payments hereunder, or (z) any credit insurance provider relating to the Borrower and its obligations under this Agreement; (vii) on a confidential basis to (x) any rating agency in connection with rating the Borrower or its Subsidiaries or their obligations under this Agreement or (y) the CUSIP Service Bureau or any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating similar agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued the issuance and monitoring of CUSIP numbers with respect to such Lenderthis Agreement; (gviii) with the consent of the Borrower; or (ix) to any Affiliate the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower that is not known by the Administrative Agent, such Lender who may provide Bank Products or such Affiliate to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect have possession of such information no less restrictive than illegally or as a result of a violation of this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any LenderSection. In addition, the case Administrative Agent, the Lenders may disclose the existence of any disclosure under Sections 15.9.1(c)this Agreement and information about this Agreement to market data collectors, (d), (e) similar service providers to the lending industry and (f), service providers to the Administrative Agent and such Lender will provide Borrowerthe Lenders in connection with the administration of this Agreement, the other Loan Documents, the Loans and the Commitments, in each case, to the extent not prohibited by law, with reasonably prompt notice thereof so that Borrower may seek, at Borrower’s sole expense, an appropriate protective order or other remedy or waive compliance, in whole or in part, with such information is customarily provided to such Persons. For the terms purposes of this Section 15.9Section, and Administrative Agent and such Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding “Information” means all information received from the foregoing, Borrower consents relating to the publication by Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion Information as provided in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 shall be considered to have complied with respect its obligation to do so if such Person has exercised the treatment same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Leidos Holdings, Inc.)
Confidentiality; Non-Public Information. 15.9.1 As required by federal law (a) Each Agent, Issuing Bank and Administrative Agent’s policies and practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. Administrative Agent and each Lender agree to use commercially reasonable efforts (no lesser than the efforts Administrative Agent or such Lender applies agrees to maintain the confidentiality of its own confidential information) to maintain the Information (as confidential all confidential information provided to them by any Loan Partydefined below), except that Administrative Agent and each Lender Information may disclose such information be disclosed (ai) to Persons employed its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, to its Approved Funds’ directors and officers and to any direct or engaged by Administrative Agent or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such Lender or such Lender’s Affiliates or Approved Funds in evaluating, approving, structuring or administering disclosure is made will be informed of the Term Loans and the Term Loan Commitments, provided that, all such Persons shall be bound by obligations of confidentiality in respect confidential nature of such information no less restrictive than this Section 15.9; Information and instructed to keep such Information confidential), (bii) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or extent requested by any federal Governmental Authority or state any other regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or examiner regulations or by applicable law (including securities laws), or any insurance industry association, or as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or similar legal or administrative order or process; (d) as, on the advice of Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or provided that in connection with any litigation to which Administrative Agent such requirement by a subpoena or similar legal process, such Agent, Issuing Bank or Lender is a party; shall (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued except with respect to such Lender; (g) to any Affiliate of Administrative Agent, audit or examination conducted by any Lender who may provide Bank Products to the Loan Parties, provided that, all such Persons shall be bound by obligations of confidentiality in respect of such information no less restrictive than this Section 15.9; (h) to Lender’s independent auditors and other professional advisors as to which such information has been identified as confidential; or (i) that ceases to be confidential through no fault of Administrative Agent or any Lender. In the case of any disclosure under Sections 15.9.1(cGovernmental Authority), (d), (e) and (f), Administrative Agent and such Lender will provide Borrower, to the extent practicable and not prohibited by law, inform the Borrower promptly thereof prior to such disclosure, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with reasonably prompt notice thereof so that any suit, action or proceeding relating to the enforcement of rights of the Agents, Issuing Banks or Lenders against the Borrower may seekunder this Agreement or any other Loan Document, at Borrower’s sole expense(vi) subject to an agreement containing provisions substantially the same as those of this Section, an appropriate protective order to (A) any assignee of or other remedy Participant in, or waive complianceany prospective assignee of or Participant in, in whole any of its rights or in partobligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrower and its obligations, (vii) with the terms consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 15.9of which such Agent, and Administrative Agent and such Issuing Bank or Lender will reasonably cooperate with Borrower, at Borrower’s expense, with respect thereto. Notwithstanding the foregoing, Borrower consents is aware or (B) becomes available to the publication by Administrative Agent or any Lender of on a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or confidential basis from a source other similar agreement between than the Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.other than as a result
Appears in 1 contract
Samples: Credit Agreement (Broadridge Financial Solutions, Inc.)
