Common use of Confidentiality Obligations of the Warranty Provider Clause in Contracts

Confidentiality Obligations of the Warranty Provider. Subject to Section 9.2, the Warranty Provider agrees from the commencement of the Effective Date through and including one year after the Maturity Date, or in the case of an Early Termination Event, the Early Termination Date, on behalf of itself and its agents (including the Calculation Agent), not to disclose or use for any purpose other than the approval or administration of this Agreement, the exercise of its rights and obligations hereunder or legitimate corporate purposes relating to this Agreement (including any corporate purposes relating to the characterization or treatment of the rights and obligations hereunder for accounting, insurance, rating agency or other similar purposes) (x) any information regarding the specific investments, assets or liabilities of the Fund, the Underlying Fund or the Eligible Money Market Fund whether provided to the Warranty Provider by the Adviser, the Fund or the Custodian (“Holdings Information”) or (y) other confidential information (including without limitation information provided by the Adviser pursuant to Section 7.1(b) hereof or proprietary information as to systems, software and trading methods) (collectively, “Other Information” and, together with Holdings Information, “Fund Confidential Information”) provided by the Adviser or the Fund to the Warranty Provider hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Warranty Provider’s breach of this Article IX; (ii) such information is already in the Warranty Provider’s possession (other than Fund Confidential Information provided to the Warranty Provider by the Fund, the Adviser or their representatives), provided that such information is not known by the Warranty Provider to be subject to another confidentiality agreement with, or obligation of secrecy to, the Fund, the Adviser or their representatives; (iii) such information was or becomes available to the Warranty Provider on a non-confidential basis from a source other than the Fund, the Adviser or their representatives, provided, that such source is not known by the Warranty Provider to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Fund, the Adviser or their representatives; or (iv) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority having jurisdiction over the Warranty Provider, in the Warranty Provider’s reasonable belief. The Warranty Provider shall promptly provide the Fund and the Adviser with prior written notice of any request or requirement for Fund Confidential Information to the extent permissible and practicable under the circumstances, so the Fund or the Adviser may seek a protective order or other appropriate remedy prior to the release of such information by the Warranty Provider.

Confidentiality Obligations of the Warranty Provider. Subject to Section 9.2, the Warranty Provider agrees from the commencement of the Effective Date through and including one year after the Maturity Date, or in the case of an Early Termination Event, the Early Termination Date, on behalf of itself and its agents (including the Calculation Agent)) and Affiliates, not to disclose or use for any purpose other than the approval or administration of this Agreement, the exercise of its rights and obligations hereunder or legitimate corporate purposes relating to this Agreement (including any corporate purposes relating to the characterization or treatment of the rights and obligations hereunder for accounting, insurance, rating agency or other similar purposes) (x) any information regarding the specific investments, assets or liabilities of the Fund, the Underlying Fund or the Eligible Money Market Fund whether provided to the Warranty Provider by the Adviser, the Fund or the Custodian (“Holdings Information”) or (y) other confidential information (including without limitation information provided by the Adviser pursuant to Section 7.1(b) hereof or proprietary information as to systems, software and trading methods) (collectively, “Other Information” and, together with Holdings Information, “Fund Confidential Information”) provided by the Adviser or the Fund to the Warranty Provider hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Warranty Provider’s breach of this Article IX; (ii) such information is already in the Warranty Provider’s possession (other than Fund Confidential Information provided to the Warranty Provider by the Fund, the Adviser or their representatives), provided that such information is not known by the Warranty Provider to be subject to another confidentiality agreement with, or obligation of secrecy to, the Fund, the Adviser or their representatives; (iii) such information was or becomes available to the Warranty Provider on a non-confidential basis from a source other than the Fund, the Adviser or their representatives, provided, that such source is not known by the Warranty Provider to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Fund, the Adviser or their representatives; or (iv) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority having jurisdiction over the Warranty Provider, in the Warranty Provider’s reasonable belief. The Warranty Provider shall promptly provide the Fund and the Adviser with prior written notice of any request or requirement for Fund Confidential Information to the extent permissible and practicable under the circumstances, so the Fund or the Adviser may seek a protective order or other appropriate remedy prior to the release of such information by the Warranty Provider.