Common use of Confidentiality of Program Information Clause in Contracts

Confidentiality of Program Information. (a) Program -------------------------------------- ------- Information. Each party hereto (other than DBNY) acknowledges that DBNY regards ----------- the structure of the transactions contemplated by this Agreement, and by the Liquidity Agreement, the Enhancement Agreement and the other Program Documents referred to therein, to be proprietary, and each such party severally agrees that: (i) unless DBNY shall otherwise agree in writing, and except as provided in subsection (b), such party will not disclose to any -------------- other person or entity: (A) any information regarding, or copies of, this Agreement or any transaction contemplated hereby, (B) any information regarding, or copies of, the Liquidity Agreement, the Enhancement Agreement, any of the other Program Documents referred to therein, or any transaction contemplated thereby, (C) any information regarding the organization or business of the Transferee generally, or (D) any information regarding Deutsche Bank which is designated by DBNY to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A), (B), (C) and (D) above, whether ----------- --- --- --- furnished by the Transferee, DBNY, any Liquidity Bank, the Enhancement Bank, any assignee of or participant in any rights or obligations of the Transferee, any Liquidity Bank or the Enhancement Bank, or any attorney for or other representative of any of the foregoing (each a "Program Information Provider"), ---------------------------- is collectively referred to as the "Program Information"; provided, however, ------------------- -------- ------- "Program Information" shall not include any information which is or becomes -------------------- generally available to the general public or to such party on a nonconfidential basis from a source other than DBNY or any other Program Information Provider, or which was known to such party on a nonconfidential basis prior to its disclosure by DBNY or any other Program Information Provider); (ii) such party will make the Program Information available to only such of its officers, directors, employees and agents who (A) in the good faith belief of such party, have a need to know such Program Information, (B) are informed by such party of the confidential nature of the Program Information and the terms of this Section 14.08, and ------------- (C) are subject to confidentiality restrictions consistent with this Section 14.08; ------------- (iii) such party will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement and making any necessary business judgments with respect thereto; and (iv) such party will, upon demand, return (and cause each of its officers, directors, employees, agents, attorneys, consultants or auditors (collectively, "representatives") to return) to DBNY, or to --------------- such other Program Information Provider as shall have furnished it with any Program Information, all documents or other written material received from DBNY or such other Program Information Provider which constitute or contain any Information described in subclause (B), (C), or (D) of clause (i) ------------- --- --- ---------- above and all copies of such documents or other material in its possession or in the possession of any of its representatives, and will not retain any copy, summary or extract thereof on any storage medium whatsoever.

Confidentiality of Program Information. (a) Program -------------------------------------- ------- Confidential Information. Each party hereto (other than DBNY) acknowledges that DBNY CoBank regards ----------- the structure of the transactions contemplated by this Agreement, and by the Liquidity Agreement, the Enhancement Agreement and the other Program Documents referred to therein, to be proprietary, and each such party severally agrees that: (i) unless DBNY shall otherwise agree in writing, and except as provided in subsection (b), such party it will not disclose without the prior consent of CoBank or as is required or authorized by the Transaction Documents (other than to any -------------- other person the directors, employees, agents, auditors, counsel or entity: affiliates (collectively, "representatives") of such party, each of whom shall be informed by such party of the confidential nature of the Program Information (as defined below) and of the terms of this Section 14.7), (A) any information regardingregarding the pricing in, or copies of, this Agreement or any transaction contemplated hereby, , (B) any information regardingregarding the organization, business or operations of the Purchasers generally or the services performed by the Administrator for Purchaser, or copies of, the Liquidity Agreement, the Enhancement Agreement, any of the other Program Documents referred to therein, or any transaction contemplated thereby, (C) any information regarding the organization or business of the Transferee generally, or (D) any information regarding Deutsche Bank which is furnished by CoBank to such party and which is designated by DBNY CoBank to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A), (B), ) and (C) and (D) above, whether ----------- --- --- --- furnished by the Transferee, DBNY, any Liquidity Bank, the Enhancement Bank, any assignee of or participant in any rights or obligations of the Transferee, any Liquidity Bank or the Enhancement Bank, or any attorney for or other representative of any of the foregoing (each a "Program Information Provider"), ---------------------------- is collectively referred to as the "Program Information"); provided, however, ------------------- -------- ------- "that such party may disclose any such Program Information" : (I) to any other party to this Agreement for the purposes contemplated hereby, (II) as may be required by any Governmental Authority having or claiming to have jurisdiction over such party, (III) in order to comply with Applicable Law, including, without limitation, by filing the Transaction Documents with the Securities and Exchange Commission (provided that none of Seller or Feed shall not include any information which is file the Fee Letter, or, if required by Applicable Law to file the Fee Letter, Seller or becomes -------------------- generally available Feed, as the case may be, shall request confidential treatment therefor) or (IV) subject to subsection (c), in the general public or to event such party on a nonconfidential basis from a source other than DBNY is legally compelled (by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose any other such Program Information Provider, or which was known to such party on a nonconfidential basis prior to its disclosure by DBNY or any other Program Information Provider)Information; (ii) such party will make the Program Information available to only such of its officers, directors, employees and agents who (A) in the good faith belief of such party, have a need to know such Program Information, (B) are informed by such party of the confidential nature of the Program Information and the terms of this Section 14.08, and ------------- (C) are subject to confidentiality restrictions consistent with this Section 14.08; ------------- (iii) such party it will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement and making any necessary business judgments with respect thereto; and (iviii) such party it will, upon demand, return (and cause each of its officers, directors, employees, agents, attorneys, consultants or auditors (collectively, "representatives") representatives to return) to DBNY, or to --------------- such other Program Information Provider as shall have furnished it with any Program InformationCoBank, all documents or other written material (other than documents executed by such party) received from DBNY CoBank, as the case may be, in connection with (a)(i)(B) or such other Program Information Provider which constitute or contain any Information described in subclause (B), (C), or (D) of clause (i) ------------- --- --- ---------- above and all copies of thereof made by such documents or other material in its possession or in party which contain the possession of any of its representatives, and will not retain any copy, summary or extract thereof on any storage medium whatsoeverProgram Information.

Confidentiality of Program Information. (a) Program -------------------------------------- ------- Information. Each party hereto (other than DBNY) acknowledges that DBNY regards ----------- the structure of the transactions contemplated by this Agreement, and by the Liquidity Agreement, the Enhancement Agreement and the other Program Documents referred to therein, to be proprietary, and each such party severally agrees that: (i) unless DBNY shall otherwise agree in writing, and except as provided in subsection (b), such party will not disclose to any -------------- other person or entity: (A) any information regarding, or copies of, this Agreement or any transaction contemplated hereby, (B) any information regarding, or copies of, the Liquidity Agreement, the Enhancement Agreement, any of the other Program Documents referred to therein, or any transaction contemplated thereby, (C) any information regarding the organization or business of the Transferee generally, or (D) any information regarding Deutsche Bank which is designated by DBNY to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A), (B), (C) and (D) above, whether ----------- --- --- --- furnished by the Transferee, DBNY, any Liquidity Bank, the Enhancement Bank, any assignee of or participant in any rights or obligations of the Transferee, any Liquidity Bank or the Enhancement Bank, or any attorney for or other representative of any of the foregoing (each a "Program Information Provider"), ---------------------------- is collectively referred to as the "Program Information"; provided, however, ------------------- -------- ------- "Program Information" shall not include any information which is or becomes -------------------- ------------------- generally available to the general public or to such party on a nonconfidential basis from a source other than DBNY or any other Program Information Provider, or which was known to such party on a nonconfidential basis prior to its disclosure by DBNY or any other Program Information Provider); (ii) such party will make the Program Information available to only such of its officers, directors, employees and agents who (A) in the good faith belief of such party, have a need to know such Program Information, (B) are informed by such party of the confidential nature of the Program Information and the terms of this Section 14.08, and ------------- (C) ------------- are subject to confidentiality restrictions consistent with this Section 14.08; ------------- (iii) such party will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement and making any necessary business judgments with respect thereto; and (iv) such party will, upon demand, return (and cause each of its officers, directors, employees, agents, attorneys, consultants or auditors (collectively, "representatives") to return) to DBNY, or to --------------- such other Program --------------- Information Provider as shall have furnished it with any Program Information, all documents or other written material received from DBNY or such other Program Information Provider which constitute or contain any Information described in subclause (B), (C), or (D) of clause (i) ------------- --- --- ---------- above and all copies of such documents or other material in its possession or in the possession of any of its representatives, and will not retain any copy, summary or extract thereof on any storage medium whatsoever.

Confidentiality of Program Information. (a) Program -------------------------------------- ------- Information. Each party hereto (other than DBNYSakura) ------------------- acknowledges that DBNY Sakura regards ----------- the structure and terms of the transactions contemplated by this Agreement, and by the Liquidity Funding Agreement, the Enhancement Agreement and the other Program Documents referred to therein, to be proprietary, and each such party severally agrees that: (i) unless DBNY Sakura shall otherwise agree in writing, and except as provided in subsection (b), such party will not disclose to any other -------------- other person or entity: (A) any information regarding, or copies of, this Agreement or any transaction contemplated herebyhereby (including, without limitation, any information regarding the rates or calculation of fees or Earned Discount payable hereunder), (B) any information regarding, or copies of, the Liquidity Agreement, the Enhancement Funding Agreement, any of the other "Program Documents Documents" referred to therein, or any transaction contemplated thereby, (C) any information regarding the organization or business of the Transferee generallyPurchaser or its commercial paper program, or (D) any information regarding Deutsche Bank Sakura Japan which is designated by DBNY Sakura to such party in writing or otherwise as confidential or not otherwise available to the general public (the information referred to in clauses (A), (B), (C) and (D) above, whether ----------- --- --- --- furnished by the TransfereePurchaser, DBNYSakura, any Liquidity Bank, the Enhancement Bank, any assignee of or participant in any rights or obligations of the TransfereePurchaser, any Liquidity Bank or the Enhancement Bank, or any attorney for or other representative of any of the foregoing (each a "Program Information Provider"), ---------------------------- is collectively referred to as the "Program ----------------------------- ------- Information"; provided, however, ------------------- -------- ------- "Program Information" shall not include any ----------- -------- ------- ------------------- information which is or becomes -------------------- generally available to the general public or to such party on a nonconfidential basis from a source other than DBNY Sakura or any other Program Information Provider, or which was known to such party on a nonconfidential basis prior to its disclosure by DBNY Sakura or any other Program Information Provider); (ii) such party will make the Program Information available to only such of its officers, directors, employees and agents who (AI) in the good faith belief of such party, have a need to know such Program Information, (BII) are informed by such party of the confidential nature of the 77 Program Information and the terms of this Section 14.08, and ------------- (CIII) are ------------- subject to confidentiality restrictions consistent with this Section 14.08; ------------- (iii) such party will use the Program Information solely for the purposes of evaluating, administering and enforcing the transactions contemplated by this Agreement and the other Transaction Documents and making any necessary business judgments with respect thereto; and (iv) such party will, upon demand, return (and cause each of its officers, directors, employees, agents, attorneys, consultants or auditors (collectively, "representatives") to return) to DBNYSakura, or to such --------------- such other Program Information Provider as shall have furnished it with any Program Information, all documents or other written material received from DBNY Sakura or such other Program Information Provider which constitute or contain any Program Information described in subclause (B), (C), or (D) of clause (i) ------------- --- --- ---------- above and all copies of such documents or other material in its possession or in the possession of any of its representatives, and will not retain any copy, summary or extract thereof on any storage medium whatsoever.