Common use of Confidentiality Clause in Contracts

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. (a) Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower or any Restricted Subsidiary relating to the Borrower or its businessany Restricted Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerBorrower or a Restricted Subsidiary; provided that, in the case of information received from the Borrower or any Restricted Subsidiary 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 12.11 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.

Confidentiality. Each of (a) The Sub-Adviser agrees that it will, and will cause its Representatives (as defined below) to whom the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Sub-Adviser discloses Company Information (as defined below)) to, except that Information may be disclosed (a) to its hold in confidence and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) not disclose to any other party any confidential or proprietary information produced or provided by the Adviser or the Company and/or their Representatives (including but not limited to information that is material and non-public) (collectively, “Company Information”). Notwithstanding the foregoing, the term “Company Information” shall not, for the purposes of this Agreement, (e) in connection with the exercise of include any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to information which (i) any assignee at the time of disclosure or Participant in, thereafter is or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) becomes available to any swap or derivative transaction relating to and known by the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available public other than as a result of a disclosure by the Sub-Adviser or any of its Representatives in breach of this Section or Agreement, (ii) was or becomes available to the Administrative Agent, any Issuing Bank or any Lender Sub-Adviser on a nonconfidential basis from a source other than the BorrowerAdviser or the Company or any of their Representatives; provided that such source is not known to the Sub-Adviser to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Adviser or the Company, or (iii) has been independently developed by the Sub-Adviser or any of its Representatives without using Company Information and without violating any of its obligations under this Agreement. (b) The Sub-Adviser agrees that it will, and will cause its Representatives (as defined below) to whom the Sub-Adviser discloses Adviser Information (as defined below) to, hold in confidence and not disclose to any party any confidential or proprietary information produced or provided by the Adviser or the Company and/or its Representatives (including but not limited to information that is material and non-public) (collectively, “Adviser Information”). For Notwithstanding the foregoing, the term “Adviser Information” shall not, for the purposes of this SectionAgreement, “Information” means all include any information received from which (i) at the Borrower relating time of disclosure or thereafter is or becomes available to and known by the Borrower or its business, public other than as a result of a disclosure by the Sub-Adviser or any such information that is of its Representatives in breach of this Agreement, (ii) was or becomes available to the Administrative Agent, any Issuing Bank or any Lender Sub-Adviser on a nonconfidential basis prior from a source other than the Adviser or the Company or any of their Representatives; provided that such source is not known to disclosure the Sub-Adviser to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Adviser or the Company, or (iii) has been independently developed by the Borrower; Sub-Adviser or any of its Representatives without using Adviser Information and without violating any of its obligations under this Agreement. (c) The Adviser agrees that it will, and will cause its Representatives and the Company and its Representatives to whom it discloses Sub-Adviser Information (as defined below) to, hold in confidence and not disclose to any party any confidential or proprietary information produced or provided thatby the Sub-Adviser and/or its Representatives (including but not limited to information that is material and non-public) (collectively, in “Sub-Adviser Information”). Notwithstanding the case foregoing, the term “Sub-Adviser Information” shall not, for the purposes of this Agreement, include any information received from the Borrower after the date hereof, such information is clearly identified which (i) at the time of delivery disclosure or thereafter is or becomes available to and known by the public other than as confidential. Any Person a result of a disclosure by the Adviser, the Company or any of their Representatives in breach of this Agreement, (ii) was or becomes available to the Adviser or the Company on a nonconfidential basis from a source other than the Sub-Adviser or any of its Representatives; provided that such source is not known to the Adviser or the Company to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Sub-Adviser, or (iii) has been independently developed by the Adviser, the Company or any of their Representatives without using Sub-Adviser Information and without violating any of their obligations under this Agreement. (d) Except as otherwise expressly provided herein, the parties will not use or disclose (other than to their respective Representatives) any of the Company Information or Sub-Adviser Information, as applicable, that the Adviser, the Company and the Sub-Adviser are required to maintain the confidentiality of Information as provided hold in confidence under this Section 10, as applicable, except in connection with the carrying out of the parties’ respective obligations hereunder or in connection with regulatory filings pertaining thereto. For purposes hereof, “Representatives” shall be considered mean each of the parties’ respective affiliates, and its and their respective employees, trustees, officers, agents and advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors) who need to have complied with its obligation to do so if such Person has exercised know the same degree information for the purpose of care to maintain carrying out the confidentiality of such Information as such Person would accord to its own confidential informationparties’ respective obligations hereunder.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder under any Loan Document or any suit, action or proceeding relating to this Agreement or any Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the consent of the Parent Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrowera Consolidated Entity. For the purposes of this Section, “Information” means all information received from the Borrower any Consolidated Entity relating to the Borrower any Consolidated Entity or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrowerany Consolidated Entity; provided that, in the case of information received from the Borrower any Consolidated Entity 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 10.12 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any Borrower and its obligations, (g) with the consent of the U.S. Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the a Borrower. For the purposes of this Section, “Information” means all information received from the any Borrower relating to the U.S. Borrower or any of its Subsidiaries or their business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the a Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to take normal and reasonable precautions to maintain the confidentiality of the Information (as defined below)any Information, except that such Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agentsany Related Party of the Administrative Agent or any such Lender, including without limitation accountants, legal counsel and other advisors (it 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)advisors, (b) to the extent requested by any regulatory authority, (cii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (diii) to the extent requested by any other party to this Agreementregulatory agency or authority or self-regulatory organization, (eiv) to the extent that such information becomes publicly available other than as a result of a breach of this Section 9.11, or which becomes available to the Administrative Agent, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedies remedy hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (fvi) subject to an agreement containing provisions substantially the same as those of similar to this SectionSection 9.11, 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 or (ii) any actual or prospective counterparty assignee or Participant, or to any direct or indirect contractual counterparties (or its advisorsthe professional advisors thereto) to any swap or derivative transaction or any credit insurance provider, in each case, relating to the Borrower and its obligations, (gvii) on a confidential basis to (a) any rating agency in connection with rating the Borrower, its Subsidiaries or the facilities or (b) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities, or (viii) with the consent of the Borrower or (h) Borrower. Any Person required to maintain the extent such Information (i) becomes publicly available other than confidentiality of any information as a result of a breach of provided for in this Section or (ii) becomes available 9.11 shall be considered to have complied with its obligation to do so if such Person has exercised the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than same degree of care to maintain the Borrowerconfidentiality of such information as such Person would accord its own confidential information. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to maintain or in connection with, or in the confidentiality course of Information as provided administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (a) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in this Section shall be considered to have complied accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (b) it has identified in its administrative questionnaire a credit contact who may receive information that may contain MNPI in accordance 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 informationcompliance procedures and applicable law, including Federal, state and foreign securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement any Loan Document or the enforcement of rights hereunderthereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Parent or the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower. For the purposes of this Section, “Information” means all information received from the Parent or the Borrower relating to the Parent or the Borrower or its businesstheir respective businesses, other 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 Parent or the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative AgentAgent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Issuing Banks and Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the Lenders agrees to maintain provider thereof as confidential; provided, that nothing herein shall prevent the confidentiality of the Information (as defined below), except that Information may be disclosed Administrative Agent or any Lender from disclosing any such information (a) to its and its Affiliates’ directorsthe Administrative Agent, officers, employees and agents, including accountants, legal counsel and any other advisors (it 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)Lender or any affiliate thereof, (b) subject to an agreement to comply with the extent requested by provisions of this Section, to any regulatory authorityactual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, provided that such Persons have been advised of the extent required by applicable laws or regulations or by any subpoena or similar legal processconfidentiality provisions hereof and are subject thereto, (d) to upon the request or demand of any other party to this AgreementGovernmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or 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, (i) in connection with the exercise of any remedies remedy hereunder or under any suitother Loan Document, action (j) if agreed by the Borrower in its sole discretion, to any other Person or proceeding relating (k) to any regulatory or self-regulatory agency having supervisory authority over any Lender in connection with an examination of such Lender by such agency. Each Lender acknowledges that information furnished to it pursuant to this Agreement or the enforcement other Loan Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of rights hereundermaterial non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, (f) subject to an agreement containing provisions substantially including Federal and state securities laws. All information, including requests for waivers and amendments, furnished by the same as those of this Section, to (i) any assignee of Borrower or Participant inthe Administrative Agent pursuant to, or any prospective assignee in the course of or Participant inadministering, any of its rights or obligations under this Agreement or (ii) any actual the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates and their related parties or prospective counterparty (or its advisors) to any swap or derivative transaction relating their respective securities. Accordingly, each Lender represents to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on Agent that it has identified in its administrative questionnaire a nonconfidential basis from a source other than the Borrower. 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 credit contact who may receive information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, may contain material non-public information in the case of 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 confidentiality of Information as provided in this Section shall be considered to have complied accordance 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 informationcompliance procedures and applicable law, including Federal and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the The Administrative Agent, the Issuing Banks Agent and the Lenders agrees shall hold confidentially all non-public and proprietary information and all other information designated by the Borrower as confidential, in each case, obtained from the Borrower or its Affiliates pursuant to maintain the confidentiality requirements of this Agreement in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound lending practices; provided, however, that the Information (as defined below), except that Information Administrative Agent and the Lenders may be disclosed make disclosure of any such information (a) to its and its their examiners, Affiliates’ directors, officersoutside auditors, employees and counsel, consultants, appraisers, agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant inprofessional advisors, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction credit insurance provider relating to the Borrower and its obligationsobligations and any direct or indirect contractual counterparty in swap agreements or such counterparty’s professional advisor in connection with this Agreement or as reasonably required by any proposed syndicate member or any proposed transferee or participant in connection with the contemplated transfer of any Note or participation therein (including, without limitation, any pledgee referred to in Section 11.4(e) hereof), in each case, so long as any such Person (other than any examiners) receiving such information is advised of the provisions of this Section 11.18 and agrees to be bound thereby, (gb) as required or requested by any governmental authority or self-regulatory body or representative thereof or in connection with the consent enforcement hereof or of any Loan Document or related document or (c) pursuant to legal process or with respect to any litigation between or among the Borrower and any of the Borrower Administrative Agent or (h) the Lenders. In no event shall the Administrative Agent or any Lender be obligated or required to return any materials furnished to it by the Borrower. The foregoing provisions shall not apply to the extent such Information Administrative Agent or any Lender with respect to information that (i) is or becomes publicly generally available to the public (other than as a result of a breach of this Section through the Administrative Agent or such Lender), (ii) becomes available to is already in the possession of the Administrative Agent, any Issuing Bank Agent or any such Lender on a nonconfidential basis non-confidential basis, or (iii) comes into the possession of the Administrative Agent or such Lender from a source other than the Borrower. For Borrower or its Affiliates in a manner not known to the purposes Administrative Agent or such Lender to involve a breach of this Section, “Information” means all information received from the Borrower relating a duty of confidentiality owing to the Borrower or its business, other 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 Borrower; provided that, in the case of 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 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 informationAffiliates.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 Agent or any Lender on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Lenders, the Swing Line Lender and the Lenders L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors representatives (it 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 confidentialconfidential in accordance with the terms hereof), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided that the Administrative Agent shall use commercially reasonable efforts to provide notice to the Borrower of any such request, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the Administrative Agent shall use commercially reasonable efforts to provide notice to the Borrower upon becoming aware of such requirement, (d) to any other party to this Agreementhereto, (e) in connection with the exercise of any remedies hereunder or under any suit, other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section or (iiy) becomes available to the Administrative Agent, any Issuing Bank Lender, the Swing Line Lender, the L/C Issuer or any Lender of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For the purposes Borrower and not as a result of this Section, “Information” means all information received from the Borrower relating any violation of any confidentiality obligation to the Borrower or its business, other 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 Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative AgentAgents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations Requirement of Laws or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement any Loan Document or the enforcement of rights hereunderthereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligationsobligations under the Loan Documents, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, the term “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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; , provided that, in the case of information received from the Borrower or any Subsidiary 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Facility Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain the confidentiality of all information provided to it by the Information (as defined below)Borrower or any Subsidiary of the Borrower, or by the Facility Agent on the Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement or in connection with other business now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective directors, officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided, however, that Information it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body, governmental body, agency or official to which the Facility Agent, any Lender or any of their respective Affiliates is subject or in connection with an examination of the Facility Agent, such Lender or any of their respective Affiliates by any such authority or body, including without limitation the Federal Republic of Germany; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable requirement of law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent, any Lender or their respective Affiliates may be disclosed party; (aE) to the extent reasonably required in connection with the exercise of any remedy hereunder; (F) to the Facility Agent or such Lender’s independent auditors, counsel, and any other professional advisors of the Facility Agent or such Lender who are advised of the confidentiality of such information; (G) to any participant or assignee, provided that such Person agrees to keep such information confidential to the same extent required of the Facility Agent and the Lenders hereunder; (H) as to the Facility Agent, any Lender or their respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Affiliate; (I) to its Affiliates and its Affiliates’ directors, officers, employees employees, professional advisors and agents, including accountantsprovided that each such Affiliate, legal counsel and other advisors (it being understood that director, officer, employee, professional advisor or agent shall keep such information confidential to the Persons to whom such disclosure is made will be informed same extent required of the confidential nature of such Information Facility Agent and instructed to keep such Information confidential), the Lenders hereunder; and (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (dJ) to any other party to this the Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent . Each of the Borrower or (h) to Facility Agent and the extent such Information (i) becomes publicly available other than as a result of a Lenders shall be responsible for any breach of this Section or (ii) becomes available to the Administrative Agent, 11.15 by any Issuing Bank of its Affiliates or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower its or its businessAffiliates’ directors, other than any such information that is available to the Administrative Agentofficers, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided thatemployees, in the case of 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 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 informationprofessional advisors and agents.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agentsadvisors, including accountants, accountants and legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that the Administrative Agent or Lender requested to make such disclosure promptly informs the Borrower of such request if lawfully permitted to do so, so that the Borrower may have an opportunity to object and/or seek an appropriate protective order at the Borrower’s sole cost and expense, and provided further that the Borrower agrees that in no event shall any such notification be required in respect of any disclosure to bank regulatory authorities having jurisdiction over any Lender, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderunder the Loan Documents, (f) subject to an receipt of a written agreement from such Person containing provisions substantially the same as those of this Section, to (i) any assignee Transferee or prospective Transferee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the written consent of Borrower, (h) to any member of the Borrower Consolidated Group, or (hi) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower, which source is not bound by a contractual or other obligation of confidentiality to any Person. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each The Administrative Agent and each Lender shall hold all non-public information furnished by or on behalf of the Borrower in connection with such Lender’s evaluation of whether to become a Lender hereunder or obtained by such Lender or the Administrative AgentAgent pursuant to the requirements of this Agreement (“Confidential Information”), in accordance with its customary procedure for handling confidential information of this nature and (in the Issuing Banks case of a Lender that is a bank) in accordance with safe and sound banking practices and in any event may make disclosure (i) to any other party hereto, (ii) with the Lenders agrees to maintain the confidentiality consent of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential)Borrower, (biii) to the extent as required or requested by any Governmental Authority or any self-regulatory authority, such as the National Association of Insurance Commissioners purporting to have jurisdiction over such Person or its Related Parties, any representatives thereof or any nationally recognized rating agency that requires access to information about such Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (civ) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder under this Agreement or under any other related loan documents, or any suit, action or proceeding relating to this Agreement or any other related loan documents, or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (hvi) to the extent such Information (i) information becomes publicly available other than as a result of a breach of this Section or (ii) becomes become available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. For , (vii) subject to the purposes proviso of the last sentence of this SectionSection 12.17 to any prospective Assignee or Participant or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Loans made hereunder or (viii) to such Lender’s or the Administrative Agent’s lawyers, “Information” means all information received from professional advisors or independent auditors or Affiliates; provided that, unless specifically prohibited by applicable law or court order, each Lender and the Administrative Agent shall, to the extent practicable, notify the Borrower relating to the Borrower of any request by any governmental agency or its business, representative thereof (other than any such request in connection with an examination of the financial condition or regulatory compliance of such Lender by such Governmental Authority or in connection with ratings by such rating agency with respect to such Lender) for disclosure of any such non-public information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure of such information, and provided further that in no event shall any Lender or the Administrative Agent be obligated or required to return any materials furnished by the Borrower or any Subsidiary of the Borrower; provided that, . Each Lender and the Administrative Agent agrees that it will not provide to prospective Assignees or Participants or to prospective direct or indirect contractual counterparties in swap agreements to be entered into in connection with Revolving Credit Loans made hereunder any of the Confidential Information unless such Person shall have previously executed a Confidentiality Agreement substantially in the case of information received form prescribed from time to time by the Borrower 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 informationLoan Sales and Trading Association.

Confidentiality. Each of the (a) The Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that the Persons 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), (bii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderof the Administrative Agent or 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 (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiB) 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, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware or (iiB) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerCompany other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in Company other than as a result of a breach of this Section of which the case of information received from the Borrower after the date hereof, such information Administrative Agent or Lender is clearly identified at the time of delivery as confidentialaware. 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. (b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s 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 those procedures and applicable law, including Federal and state securities laws. (c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrower and the 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 and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks The Lenders and the Lenders agrees Agents agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its any other Lender or Agent or their respective Affiliates and its to their and their Affiliates’ respective partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors representatives (it 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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, (d) to any other party to this Agreementhereto, (e) in connection with the exercise of any remedies hereunder or under any suit, other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 and the other Loan Documents or (ii) any actual or prospective counterparty (or and its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower Borrower, (h) to the Custodian in its capacity as such or (hi) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section 10.07 or (iiy) becomes available to the Administrative Agent, any Issuing Bank a Lender or Agent or any Lender of their Affiliates on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 10.07, “Information” means all information received from or on behalf of the Borrower or the Parent relating to the Borrower or its businessthe Parent, other than any such information that is available to the Administrative Agent, any Issuing Bank a Lender or any Lender Agent on a nonconfidential basis prior to disclosure by the Borrower; provided that, in Borrower or the case of information received from the Borrower after the date hereof, such information Parent or which is clearly identified at the time of delivery as confidentialpublic information. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant inin (other than a competitor of Borrower or Guarantor), any of its rights or obligations under this Agreement Agreement; provided that such prospective assignee or (ii) any actual participant shall agree to destroy or prospective counterparty (return all such Information if it does not become a Lender or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsParticipant hereunder, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower any Credit Party relating to the Borrower Credit Party or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank Bank, or any Lender on a nonconfidential basis prior to disclosure by any Credit Party or subsequently becomes publicly available other than as a result of a disclosure of such information by the BorrowerAdministrative Agent, the Issuing Bank, or any Lender; provided that, in the case of information received from the Borrower any Credit Party 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authorityauthority or any credit insurance provider, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsobligations hereunder, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) From and after the Effective Time, subject to Section 6.2(d) and except as contemplated by or otherwise provided in this Agreement or any other Transaction Document, without the prior written consent of Spinco (which may be withheld in Spinco’s sole discretion), GGP shall not, and shall cause its Subsidiaries and its Affiliates’ officers, directors, officersemployees, employees and other agents and representatives, including attorneys, agents, including accountantscustomers, legal counsel suppliers, contractors, consultants and other advisors representatives of any Person providing financing (it being understood that the Persons collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to whom any Person other than Representatives of such disclosure is made will be informed party or of its Subsidiaries who reasonably need to know such information to provide services to any member of the confidential nature GGP Group, or use or otherwise exploit for its own benefit or for the benefit of such Information and instructed to keep such Information confidential)any third Person, (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by Spinco Confidential Information. If any subpoena or similar legal process, (d) to any other party to this Agreement, (e) disclosures are made in connection with providing services to any member of the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 GGP Group under this Agreement or (ii) any actual other Transaction Document, then the Spinco Confidential Information so disclosed shall be used for the sole purpose of performing such services. GGP shall use the same degree of care to prevent and restrain the unauthorized use or prospective counterparty (disclosure of the Spinco Confidential Information by any of its Representatives as it currently uses for its own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(a), any Information, material or its advisors) to any swap or derivative transaction document exclusively relating to the Borrower and its obligationsSpinco Business that is furnished to, (g) with or in the consent possession of, GGP, irrespective of the Borrower form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or (h) other documents prepared by GGP or its officers, directors and Subsidiaries, that contain or otherwise reflect such information, material or document, is herein referred to the extent such as “Spinco Confidential Information.” Spinco Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes publicly generally available to the public, other than as a result of a breach disclosure by GGP not otherwise permissible hereunder, (ii) GGP can demonstrate was or became available to GGP from a source other than Spinco or its Subsidiaries or (iii) is developed independently by GGP without reference to the Spinco Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by GGP to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Spinco or any member of the Spinco Group with respect to such information. (b) From and after the Effective Time, subject to Section 6.2(d) and except as contemplated by this Agreement or any other Transaction Document, without the prior written consent of GGP (which may be withheld in GGP’s sole discretion), Spinco shall not, and shall cause its Subsidiaries and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Subsidiaries who reasonably need to know such information to provide services to Spinco or any member of the Spinco Group, or use or otherwise exploit for its own benefit or for the benefit of any third Person, any GGP Confidential Information. If any disclosures are made in connection with providing services to any member of the Spinco Group under this Agreement or any other Transaction Document, then the GGP Confidential Information so disclosed shall be used for the sole purpose of performing such services. The Spinco Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the GGP Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(b), any Information, material or document exclusively relating to the businesses currently or formerly conducted, or proposed to be conducted, by GGP or any of its Subsidiaries (other than any member of the Spinco Group) that is furnished to, or in the possession of, any member of the Spinco Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by Spinco, any member of the Spinco Group or their respective officers, directors and Subsidiaries, that contain or otherwise reflect such information, material or document, is herein referred to as “GGP Confidential Information.” GGP Confidential Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by any member of the Spinco Group not otherwise permissible hereunder, (ii) Spinco can demonstrate was or became available to Spinco from a source other than GGP and its respective Subsidiaries or (iii) is developed independently by such member of the Spinco Group without reference to the GGP Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by Spinco to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, GGP or its Subsidiaries with respect to such information. (c) From and after the Effective Time, subject to Section 6.2(d) and except as contemplated by this Agreement or any other Transaction Document, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), each party shall not, and shall cause its Subsidiaries and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate any Shared Information to any Person other than Representatives of such party or of its Subsidiaries who reasonably need to know such information for the purpose of operating such party’s business in its ordinary course. The GGP Group and the Spinco Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Shared Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 6.2(c), any Information, material or document relating to both (i) the businesses currently or formerly conducted, or proposed to be conducted, by GGP or any of its Subsidiaries (other than any member of the Spinco Group) and (ii) the Spinco Business that is furnished to, or in the possession of, any member of the GGP Group or any member of the Spinco Group, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by, for or on behalf of the party possessing such Information, material or document, is herein referred to as “Shared Information.” Shared Information does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the Administrative Agentpublic, other than as a result of a disclosure by any Issuing Bank member of the GGP Group or any Lender on a nonconfidential basis member of the Spinco Group (as applicable) not otherwise permissible hereunder, (ii) GGP or Spinco (as applicable) can demonstrate was or became available to such party from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating other party and its respective Subsidiaries or (iii) is developed independently without reference to the Borrower or its businessShared Information; provided, other than any such information that is available to the Administrative Agenthowever, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from clause (ii), the Borrower after the date hereof, source of such information is clearly identified was not known by such party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other party or its Subsidiaries with respect to such information. (d) If GGP or its Subsidiaries, on the one hand, or Spinco or its Subsidiaries, on the other hand, are requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) by any Governmental Authority or pursuant to applicable Law to disclose or provide any Shared Information (applicable to both parties) or Spinco Confidential Information or GGP Confidential Information (as applicable), the Person receiving such request or demand shall use commercially reasonable efforts to provide the other party with written notice of such request or demand as promptly as practicable under the circumstances so that such other party shall have an opportunity to seek an appropriate protective order. The party receiving such request or demand agrees to take, and cause its representatives to take, at the time requesting party’s expense, all other reasonable steps necessary to obtain confidential treatment by the recipient. Subject to the foregoing, the party that received such request or demand may thereafter disclose or provide any Shared Information, Spinco Confidential Information or GGP Confidential Information, as the case may be, to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. This Section 6.2(d) shall not apply to any Information furnished pursuant to the provisions of delivery as confidentialArticle IV of this Agreement. (e) Each of GGP and Spinco acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of third Persons that was received under confidentiality or non-disclosure agreements with such third Person prior to the Plan Effective Date. Any Person required GGP and Spinco each agrees that it will hold, and will cause the other members of its Group and their respective Representatives to maintain hold, in strict confidence the confidentiality confidential and proprietary information of Information as provided third Persons to which it or any other member of its respective Group has access, in this Section shall be considered accordance with the terms of any agreements entered into prior to have complied with its obligation to do so if the Plan Effective Date between or among one (1) or more members of the applicable party’s Group and 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 informationthird Persons.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders Lender Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies remedy hereunder or any suit, action or proceeding relating to this Agreement any Loan Document or the enforcement of rights hereunderany right thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of actual or Participant in, or any prospective assignee of or Participant in, in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information either (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender Party on a nonconfidential basis from a source other than the Borrower. 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 Party on a nonconfidential basis prior to before disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees expressly agree, for the benefit of the Borrower and its Subsidiaries, to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express agreement for the benefit of the Borrower and its Subsidiaries containing provisions substantially the same as those of this SectionSection 9.14, to (i) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the prior express written consent of the Borrower or its Subsidiaries, as applicable, or (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerBorrower or its Subsidiaries. For the purposes of this SectionSection 9.14, “"Confidential Information” " means all information, including material nonpublic information within the meaning of Regulation FD promulgated by the SEC ("Regulation FD"), received from the Borrower or its Subsidiaries relating to the Borrower such entities or its businesstheir respective businesses, other than any such information that is available to the any Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrowersuch entities; provided that, in the case of information received from the Borrower or its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section 9.14 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 Confidential Information as such Person would accord to its own confidential information; provided, however, that with respect to disclosures pursuant to clauses (b) and (c) of this Section, unless prohibited by law or applicable court order, each Lender and the Administrative Agent shall attempt to notify the Borrower and its Subsidiaries of any request by any governmental agency or representative thereof or other Person for disclosure of Confidential Information after receipt of such request, and if reasonable, practicable and permissible, before disclosure of such Confidential Information. It is understood and agreed that the Borrower, its Subsidiaries and their respective Affiliates may rely upon this Section 9.14 for any purpose, including without limitation to comply with Regulation FD.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section or (iiy) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. (a) Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that (A) the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialconfidential and (B) in any event, any subsequent disclosure by its or its Affiliates’ directors, officers or employees shall be deemed to be, and treated as if it were, a disclosure by, as applicable, the Administrative Agent or such Lender), (bii) to the extent requested by any regulatory or self-regulatory authority, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower any Credit Party and its obligations, (gvii) with the consent of the Borrower Borrowers or (hviii) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerCredit Parties. For the purposes of this Section, “Information” means all information received from the any Borrower relating to the Borrower any Credit Party or its businesstheir respective businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentialany Credit Party. 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. (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE 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 THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY ANY CREDIT PARTY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS, THE CREDIT PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any Borrower and its obligations, (g) with the consent of the Borrower Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the a Borrower. For the purposes of this Section, “Information” means all information received from the any Borrower relating to the any Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the a Borrower; provided that, in the case of information received from the a Borrower 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.

Confidentiality. Each of the (a) The Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that the Persons 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), (bii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderof the Administrative Agent or 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 (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiB) 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, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware or (iiB) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerCompany other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than (i) any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; Company other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware and (ii) customary information with respect to the terms of the credit facility established under this Agreement routinely provided thatby arrangers to data service providers, in including league table providers, that serve the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentiallending industry. 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. (b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non‑public information concerning the Company and its Related Parties or the Company’s 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 those procedures and applicable law, including Federal and state securities laws. (c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrower and the 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 and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the The Administrative Agent, the Issuing Banks each Lender and the Lenders each Arranger agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any rating agency, insurer or insurance broker or actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Borrower, its Subsidiaries and its their obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or Section, (ii) becomes available to the Administrative Agent, any Issuing Bank Lender or any Lender Arranger on a nonconfidential non-confidential basis from a source other than the BorrowerBorrower or (iii) is independently developed, discovered or arrived at by the Administrative Agent, any Lender or any Arranger. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its businessbusiness or the Collateral, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Arranger or Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. (a) Each of the Administrative Agent, the Issuing Banks each LC Issuer and the Lenders agrees to maintain the confidentiality of the Information (as defined below)Confidential Information, except that Confidential Information may be disclosed (a1) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b2) to any direct or indirect contractual counterparty in any Hedge Agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section, (3) to the extent requested by any regulatory authority, (c4) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d5) to any other party to this Agreement, (e6) to any other creditor of any Credit Party that is a direct or intended beneficiary of any of the Loan Documents, (7) in connection with the exercise of any remedies hereunder or under any of the other Loan Documents, or any suit, action or proceeding relating to this Agreement or any of the other Loan Documents or the enforcement of rights hereunderhereunder or thereunder, (f) 8) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, participant in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g9) with the consent of the Borrower Borrower, or (h10) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section Section, or (ii) becomes available to the Administrative Agent, any Issuing Bank LC Issuer or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. For the purposes a Credit Party and not otherwise in violation of this Section. (b) As used in this Section, “Confidential Information” means shall mean 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 LC Issuer or any Lender on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided provided, however, that, in the case of information received from the Borrower after the date hereofClosing Date, 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below)Information, except that the Information may be disclosed (a) to its and its Affiliates’ affiliates, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed who have agreed or are otherwise obligated to keep such Information confidential, and the applicable Agent or Lender shall be responsible for compliance by such Persons with such obligations), ; (b) to the extent requested by any regulatory authority, authority having jurisdiction over the applicable Agent or Lender; (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process; provided that the Agent or Lender that discloses any Information pursuant to this clause (c) shall provide the Company prior notice (it being understood and agreed that such notice shall not be required with respect to Information disclosed to the extent requested by any regulatory authority having jurisdiction over the applicable Agent or Lender) of such disclosure (to the extent not prohibited by applicable Laws) so as to provide the Company, at its sole expense, with the reasonable opportunity to obtain a protective order or other comparable relief; (d) to any other party to this Agreement, ; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this SectionSection 11.09 (or as may otherwise be reasonably acceptable to each Borrower), (x) to (i) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) to any direct, indirect, actual or prospective counterparty (or and its advisorsadvisor) to any swap swap, derivative or derivative securitization transaction relating related to the Borrower and its obligations, obligations under this Agreement; (gf) with the written consent of the Borrower or Company; (hg) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section 11.09 or (iiy) becomes available to the Administrative any Agent, any Issuing Bank Lender or any Lender of their respective Affiliates (including the Arrangers) on a nonconfidential basis from a source other than the BorrowerCompany or its Subsidiaries or Affiliates (including the Arrangers) provided that such source is not known to such Agent or such Lender, after reasonable inquiry, to be bound by an obligation of confidentiality; (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, any Agent and any Lender 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 any Agent and any Lender in connection with the administration and management of this Agreement, the other Loan Documents, the Revolving Credit Commitments, and the Credit Extensions. For the purposes of this SectionSection 11.09, “Information” means all information received from the Borrower any Loan Party relating to the Borrower any Loan Party or any of its businessSubsidiaries or Affiliates, or their respective businesses, other than any such information that is publicly available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case any Loan Party (or any of information received from the Borrower after the date hereof, such information is clearly identified at the time their respective Subsidiaries or Affiliates) other than as a result of delivery as confidential. Any Person required to maintain the confidentiality a breach 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 information11.09.

Confidentiality. Each of the Administrative Agent, the Arrangers, any Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory authority, (c) to the extent required by applicable laws Governmental Requirements or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (it 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), 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedging Agreement relating to the any Borrower Party and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the any Borrower Party relating to the such Borrower Party or its business, other 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 Borrowersuch Borrower Party; provided that, in the case of information received from the such Borrower Party after the date hereofJune 30, 2014, 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Participating Credit Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an a written agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the consent of Holdings or the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or Section 8.12 of the Common Agreement or (ii) becomes available to the Administrative Agent, any Issuing Bank either Agent or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower. For the purposes of this Section, “Information” "INFORMATION" means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is publicly available or available to the Administrative Agent, any Issuing Bank either Agent or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Borrowers and its obligations, (g) with the consent of the Borrower Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the a Borrower. For the purposes of this Section, “Information” means all information received from the a Borrower relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the a Borrower; provided that, in the case of information received from the a Borrower 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.

Confidentiality. Each of the (a) The Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that the Persons 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), (bii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such Lender, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderof the Administrative Agent or 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 (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiB) 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, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware or (iiB) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerCompany other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than (i) any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; Company other than as a result of a breach of this Section of which the Administrative Agent or such Lender is aware and (ii) customary information with respect to the terms of the credit facility established under this Agreement routinely provided thatby arrangers to data service providers, in including league table providers, that serve the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentiallending industry. 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. (b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non‑public information concerning the Company and its Related Parties or the Company’s 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 those procedures and applicable law, including Federal and state securities laws. (c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrower and the 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 and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement for the express benefit of the Borrower containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or its businessany Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerBorrower or a Subsidiary; provided that, in the case of information received from the Borrower or any Subsidiary 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 12.11 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders Lender Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations of any Governmental Authority or any stock exchange or similar self-regulated entity or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies remedy hereunder or any suit, action or proceeding relating to this Agreement any Loan Document or the enforcement of rights hereunderany right thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of actual or Participant in, or any prospective assignee of or Participant in, in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information either (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender Party on a nonconfidential basis from a source other than the Borrower. 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 Party on a nonconfidential basis prior to before disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required Notwithstanding the foregoing, effective from the date of commencement of discussions concerning the transactions contemplated hereby, the parties hereto and each of their employees, representatives or other agents may disclose to maintain any and all Persons, without limitation of any kind, the confidentiality tax treatment and tax structure of Information as the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that have been provided in this Section shall be considered to have complied with its obligation them relating 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 informationtax treatment and tax structure.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to take normal and reasonable precautions to maintain the confidentiality of the Information (as defined below)any Information, except that such Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agentsany Related Party of the Administrative Agent or any such Lender, including without limitation accountants, legal counsel and other advisors (it 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)advisors, (b) to the extent requested by any regulatory authority, (cii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (diii) to the extent requested by any other party to this Agreementregulatory agency or authority or self-regulatory organization, (eiv) to the extent that such information becomes publicly available other than as a result of a breach of this Section 9.11, or which becomes available to the Administrative Agent, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedies remedy hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (fvi) subject to an agreement containing provisions substantially the same as those of similar to this SectionSection 9.11, 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 or (ii) any actual or prospective counterparty assignee or Participant, or to any direct or indirect contractual counterparties (or its advisorsthe professional advisors thereto) to any swap or derivative transaction or any credit insurance provider, in each case, relating to the Borrower and its obligations, (gvii) on a confidential basis to (a) any rating agency in connection with rating the Borrower, its Subsidiaries or the facilities or (b) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities, or (viii) with the consent of the Borrower or (h) Borrower. Any Person required to maintain the extent such Information (i) becomes publicly available other than confidentiality of any information as a result of a breach of provided for in this Section or (ii) becomes available 9.11 shall be considered to have complied with its obligation to do so if such Person has exercised the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than same degree of care to maintain the Borrowerconfidentiality of such information as such Person would accord its own confidential information. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed keep confidential any written or oral information (a) provided to it by or on behalf of any Borrower or any of the Subsidiaries pursuant to or in connection with this Agreement or (b) obtained by such Lender based on a review of the books and records of any Borrower or any of the Subsidiaries; provided that nothing herein shall prevent any Lender from disclosing any such information (i) to the Administrative Agent or any other Lender, (ii) to any Transferee or prospective Transferee or any swap counterparty so long as delivery of such information is made subject to the requirement that such information be kept confidential in the manner contemplated by this Section 11.21, (iii) to its and its Affiliates’ employees or affiliates involved in the administration of this Agreement or any Local Currency Facility, directors, officers, employees and agents, including accountantsattorneys, legal counsel accountants and other professional advisors (it being understood that the Persons to whom such disclosure is made will each of which shall be informed of the confidential nature of such Information and instructed to keep such Information confidentialhold the same in confidence), (biv) to upon the extent requested by request or demand of any regulatory authorityGovernmental Authority having jurisdiction over such Lender, (cv) in response to the extent any order of any court or other Governmental Authority or as may otherwise be required by applicable laws or regulations or by pursuant to any subpoena or similar legal processRequirement of Law, (dvi) to any which has been publicly disclosed other party to than in breach of this Agreement, (evii) in connection with the exercise of any remedies remedy hereunder or under any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderLocal Currency Facility, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisorsviii) to any swap credit insurance provider relating to any Borrower and its obligations or derivative transaction any rating agency when required by it, provided that, prior to any disclosure, such credit insurance provider or rating agency shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower and its obligationsBorrowers received by it, (g) with the consent of the Borrower or (hix) to the extent such Information (i) becomes publicly available other than as a result CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of a breach of this Section or (ii) becomes available CUSIP numbers with respect to the Administrative AgentLoans, provided that, prior to any Issuing Bank disclosure, the CUSIP Service Bureau or such similar agency shall agree in writing to preserve the confidentiality of any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all confidential information received from the Borrower relating to the Borrower Borrowers received by it, or (x) if IBM has consented to such disclosure in writing in its businesssole discretion. It is understood and agreed that IBM, other than its Subsidiaries and their respective affiliates may rely upon this Section 11.21 for any such information that is available purpose, including without limitation to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure comply with Regulation FD promulgated by the Borrower; provided that, in the case of 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 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 informationSEC.

Confidentiality. Each of the Administrative AgentDealer Manager, the Issuing Banks Corporation, the Adviser or one of their affiliates or employees, agents or advisers (“Representatives”) (all such entities and persons, collectively, the Lenders agrees “Freedom Entities”) may have provided and will furnish to maintain Selected Dealer or its affiliates or Representatives with certain information that is either non-public, confidential or proprietary in nature in order to enable Selected Dealer to perform a diligence review. This information furnished to Selected Dealer or its affiliates or Representatives, including the confidentiality terms and conditions of any agreements entered into between Selected Dealer or its affiliates and any Freedom Entity, together with analyses, compilations, forecasts, studies or other documents prepared by Selected Dealer or its affiliates or Representatives which contain or otherwise reflect such information is hereinafter referred to as the “Information.” The term Information shall not include such portions of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to which (i) any assignee of are or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating become generally available to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available public other than as a result of a breach disclosure by Selected Dealer or its affiliates or Representatives in violation of this Section Agreement, or (ii) becomes become available to the Administrative Agent, any Issuing Bank or any Lender Selected Dealer on a nonconfidential non-confidential basis from a source other than an Freedom Entity that has a bona fide right to do so and which is not subject to any obligation to keep such information confidential. In consideration of the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower Freedom Entities furnishing Selected Dealer or its businessaffiliates or Representatives with the Information, Selected Dealer agrees that: (a) The Information will be kept confidential and shall not, without the Adviser’s prior written consent, be disseminated or disclosed by Selected Dealer or its affiliates or Representatives, in any manner whatsoever, in whole or in part, and shall not be used by Selected Dealer or its affiliates or Representatives, other than any in connection with performing the diligence review contemplated by Section XI of this Agreement. Moreover, Selected Dealer agrees to reveal the Information only to such information that is available of its affiliates or Representatives who need to know the Information for the purpose of performing the diligence review contemplated by Section XI of this Agreement, who are informed by Selected Dealer of the confidential nature of the Information and who agree to act in accordance with the terms and conditions of this Section XXIV. (b) All copies of the Information will be returned to the Administrative Agent, any Issuing Bank Adviser or destroyed upon the Adviser’s request. (c) In the event that Selected Dealer or any Lender on of its affiliates or Representatives are requested or required (by oral questions, depositions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any of the Information, Selected Dealer will provide the Adviser with prompt written notice so that any of the Freedom Entities may seek a nonconfidential basis prior to disclosure by protective order, other appropriate remedy or waive compliance with the Borrowerprovisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Adviser waives compliance with the provisions of this Agreement, Selected Dealer shall disclose such Information without liability hereunder; provided thatprovided, however, that Selected Dealer will furnish only that portion of the Information which, in the case opinion of information received from its counsel, Selected Dealer is compelled to disclose and will not oppose any action by the Borrower after Adviser to obtain reliable assurance that confidential treatment will be accorded the date hereof, such information is clearly identified at the time of delivery as confidentialInformation. Any Person required Selected Dealer further agrees to maintain exercise its reasonable efforts to otherwise preserve the confidentiality of the Information. Upon reasonable notice, Selected Dealer further agrees to cooperate with the Freedom Entities in obtaining a protective order or other appropriate remedy. (d) In no event shall any of the Freedom Entities be liable for any losses, damages, claims or expenses incurred or actions undertaken by Selected Dealer or its affiliates or Representatives as a result of their receipt of the Information as or their use thereof. Selected Dealer agrees that the Information is and shall remain the property of the Adviser and that none of the Freedom Entities has granted Selected Dealer or its affiliates or Representatives any license, copyright, or similar right with respect to any of the Information. (e) Selected Dealer hereby acknowledges that Selected Dealer is aware, and that Selected Dealer will advise its affiliates or Representatives who have been provided with Information, that the United States securities laws prohibit any person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in this Section shall which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Selected Dealer further acknowledges that some or all of the Information is or may be considered to have complied with its obligation to do so if such Person has exercised price-sensitive information and that the same degree of care to maintain the confidentiality use of such Information may be regulated or prohibited by applicable legislation relating to insider dealing and Selected Dealer undertakes, on behalf of itself and its Representatives, not to use any Information for any unlawful purpose. (f) The Adviser has the right to enforce this Section XXIV as such Person would accord to its own confidential information.a third-party beneficiary. [Signatures Appear on Following Pages]

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) 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, AOLTW is given prior notice to the extent such prior notice is permissible under the circumstances and an opportunity to object to such disclosure, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express agreement for the benefit of the Borrowers containing provisions substantially the same as those of this Section, to any (i) any assignee (or Conduit Lender) of or Participant in, or any prospective assignee (or Conduit Lender) of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective hedging agreement counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationssuch contractual counterparty's professional advisor), (g) with the consent of the Borrower AOLTW or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “"Information” " means all information received from one or more of the Borrower Borrowers, whether oral or written, relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by one or more of the BorrowerBorrowers; provided that, in the case of information received from one or more of the Borrower Borrowers 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, including in accordance with Regulation FD as promulgated by the SEC.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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. EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE 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 THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE 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 AND STATE SECURITIES LAWS.

Confidentiality. Each of the Administrative Agent, the Lenders and Issuing Banks and the Lenders agrees to shall maintain the confidentiality of the all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its Affiliates’ and their partners, directors, officers, employees and employees, agents, including accountants, legal counsel advisors and other advisors representatives (it being understood that the Persons to whom such disclosure is made will be provided they are informed of the confidential nature of such the Information and instructed to keep such Information it confidential), ; (b) to the extent requested by any governmental, regulatory authorityor self-regulatory authority purporting to have jurisdiction over it or its Affiliates; provided that unless specifically prohibited by Applicable Law, each of Administrative Agent and each Lender shall endeavor to notify the Borrowers (without any liability for a failure to so notify the Borrower) of any request made to such Lender or Administrative Agent, as applicable, by any governmental, regulatory or self-regulatory agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such Information prior to disclosure of such Information; (c) to the extent required by applicable laws or regulations Applicable Law or by any subpoena or similar other legal process, ; (d) to any other party to this Agreement, hereto; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement any Loan Documents or the enforcement of rights hereunder, Obligations; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of Transferee or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty party (or its advisors) to any swap Bank Product or to any swap, derivative or other transaction relating under which payments are to the Borrower and its be made by reference to an Obligor or Obligor’s obligations, ; (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes is available to the Administrative Agent, any Lender, any Issuing Bank or any Lender of their Affiliates on a nonconfidential basis from a source other than Borrowers; (h) on a confidential basis to a provider of a Platform; or (i) with the Borrowerconsent of Borrower Agent. For Notwithstanding the purposes of foregoing, Administrative Agent and Lenders may publish or disseminate general information concerning this Sectioncredit facility for league table, tombstone and advertising purposes, and may use Borrowers’ logos, trademarks or product photographs approved by Borrower Agent in advertising materials; provided, however that such general information does not include any Information required to be kept confidential pursuant to this Section 15.12. As used herein, “Information” means all information received from the Borrower an Obligor or Subsidiary relating to the Borrower it or its business, other than any such information business that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentialconfidential when delivered. Any A Person required to maintain the confidentiality of Information as provided in pursuant to this Section shall be considered deemed to have complied with its obligation to do so if such Person has exercised the same it exercises a degree of care similar to maintain the confidentiality of such Information as such Person would accord to that accorded its own confidential information. Each of Administrative Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of such information; and (iii) it will handle the material non-public information in accordance with Applicable Law.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bii) to the extent requested or required by any regulatory authority, including the National Association of Insurance Commissioners, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Sectionparagraph, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (gvii) with the consent of the Borrower or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section paragraph or (iiB) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Sectionparagraph, “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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authorityauthority having jurisdiction over such Administrative Agent, Issuing Bank or Lender, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement for the express benefit of the Borrower containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower Parent or any Restricted Subsidiary relating to the Borrower Parent or its businessany Restricted Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerParent or a Restricted Subsidiary; provided that, in the case of information received from the Borrower Parent or any Restricted Subsidiary 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 12.11 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. Notwithstanding anything herein to the contrary, “Information” shall not include, and the Parent, the Parent’s Subsidiaries, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), and any other party, may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the United States federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding the United States federal or state income tax treatment of such transactions (“tax structure”), which facts shall not include for this purpose the names of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or tax structure, and (b) all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower, the Administrative Agent or such Lender relating to such tax treatment or tax structure.

Confidentiality. Each of The Subadviser will treat as proprietary and confidential any information obtained in connection with its duties hereunder, including all records and information pertaining to the Administrative AgentFund and their prior, present or potential shareholders (collectively, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below“Information”), except that unless required by law or expressly permitted herein. The Subadviser will not use such Information for any purpose other than the performance of its responsibilities and duties hereunder, unless expressly permitted herein. Such Information may not be disclosed except (ai) after prior notification to and approval in writing (including electronic mail) by the Fund or its legal counsel; (ii) to its affiliates and its Affiliatesand its affiliates’ directors, officers, employees and agents, including accountants, rating agencies, portfolio management servicers, legal counsel and other advisors (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (eiii) in connection with the exercise of any remedies hereunder or any suit, suit action or proceeding relating to this Agreement or the enforcement of rights hereunder, ; (fiv) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant inof, or any prospective assignee of or Participant inof, any of its rights or and obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) in accordance with the consent terms of the Borrower or this Agreement; (hv) to the extent such Information (ia) becomes publicly available other than as a result of a breach of this Section or (iib) becomes available to the Administrative Agent, any Issuing Bank or any Lender Subadviser on a nonconfidential on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating in connection with its duties hereunder; (vi) to the Borrower National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about the Subadviser’s or the Fund’s investment portfolio in connection with ratings issued with respect to the Fund or the Subadviser or its business, other than managed funds; (vii) in connection with any public filing by the Subadviser or any of its affiliates and to service providers to the Subadviser with respect to such information filing; (viii) to any financial institution that is available a lender (or other provider of financing) to the Administrative AgentSubadviser (with respect to sub-items (vii) and (viii), any Issuing Bank or any Lender on a nonconfidential basis prior it being understood that the persons to whom such disclosure by is made will be informed of the Borrower; provided that, in the case of 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 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 confidential nature of such Information as and instructed to keep such Person would accord to its own confidential informationInformation confidential); (ix) if such disclosure is expressly required or requested by applicable federal or state regulatory authorities or (x) otherwise required by law or regulation or by any subpoena or similar legal process.

Confidentiality. Each of the Administrative AgentAgents, the each Issuing Banks Bank and the Lenders agrees to maintain maintain, and to cause its directors, officers, employees and agents to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors on a need-to-know basis (it 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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, subject to the delivery of notice of such required disclosure to the Borrower Agent in order that the Company or the Borrowers may have the opportunity to contest such disclosure or to seek one or more protective orders with respect thereto, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the written consent of the any Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the a Borrower. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is publicly available or available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the a Borrower; provided that, in the case of 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 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 a prudent Person engaged in the same business or following customary procedures for such Person business would accord to its own confidential information.

Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates or its Lender Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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 confidentialconfidential pursuant to the terms hereof), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.12, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 11.12 or (ii) becomes available to the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerBorrower or any Subsidiary. For the purposes of this SectionSection 11.12, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerBorrower or any Subsidiary; provided provided, that, in the case of information received from the Borrower or any Subsidiary 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 11.12 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. Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the parties acknowledge and agree that (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the parties to the tax treatment and tax structure of the Transactions (and any related transactions or arrangements), and (ii) each party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulation Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the confidentiality of a communication relating to the Transaction, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Code, is not intended to be affected by the foregoing.

Confidentiality. Each Holder and each of its assignees acknowledge and agree that the information of the Administrative AgentCorporate Taxpayer is confidential and agrees that, until the Issuing Banks date that is three (3) years after the termination of this Agreement in respect of such Holder (or assignee), such Holder (or assignee) shall keep and retain in the Lenders agrees strictest confidence and not disclose to maintain the confidentiality any Person any confidential matters acquired pursuant to this Agreement of the Information (as defined below)Corporate Taxpayer and its Affiliates and successors, learned by the Holder heretofore or hereafter, except that Information may be disclosed in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by Law or legal process or to enforce the terms of this Agreement. This Section 7.12 shall not apply to (a) to its and any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors becomes public knowledge (it being understood that the Persons to whom such disclosure is made will be informed except as a result of an act of the confidential nature Holder in violation of such Information and instructed this Agreement) or is generally known to keep such Information confidential)the business community, (b) any information independently determined by a Holder or provided to a Holder by a third party on a non-confidential basis and (c) the disclosure of information to the extent requested necessary for the Holder to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any regulatory authority, (c) Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the extent required by applicable laws contrary herein or regulations in any other agreement, the Holders and each of their assignees (and each employee, representative or by any subpoena other agent of the Holders or similar legal processtheir assignees, (das applicable) may disclose to any other party to this Agreementand all Persons, (e) in connection with the exercise without limitation of any remedies hereunder or kind, the tax treatment and tax structure and any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee related tax strategies of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Corporate Taxpayer and its obligationsAffiliates, the Holder or its assignee, and any of their transactions or agreements, and all materials of any kind (gincluding opinions or other tax analyses) with that are provided to the consent Holder or its assignee relating to such tax treatment and tax structure and any related tax strategies. If a Holder or an assignee commits a breach, or threatens to commit a breach, of any of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach provisions of this Section 7.12, the Corporate Taxpayer and its Affiliates shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or (ii) becomes available otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Administrative AgentCorporate Taxpayer or its Affiliates and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any Issuing Bank other rights and remedies available at law or any Lender on a nonconfidential basis from a source other than the Borrower. 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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 informationequity.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from Holdings, the Borrower or any Subsidiary relating to Holdings, the Borrower or its business or any Subsidiary or its business, other 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 Borrower; provided that, in the case of information received from Holdings, the Borrower or any Subsidiary 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below)) and to use the Information solely for purposes related to the transactions contemplated by this Agreement, except EXCEPT that Information may be disclosed disclosed, in each case, (a) to its and its Affiliates’ ' directors, officers, employees employees, and agents, including accountants, legal counsel counsel, and other advisors (it 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), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any suit, other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee Assignee of or Participant in, or any prospective assignee Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any Borrower and its obligations, (g) with the consent of the Borrower applicable Borrower, or (h) to the extent such Information (ix) becomes publicly available other than OTHER THAN as a result of a breach of this Section or (iiy) becomes available to the Administrative Agent, any Issuing Bank either Agent or any Lender on a nonconfidential basis from a source other than the any Investment Company or Borrower. For the purposes of this Section, “Information” "INFORMATION" means all information received from the Borrower relating to the a Borrower or its businessapplicable Investment Company relating to such Borrower or applicable Investment Company or any of their respective businesses, other than OTHER THAN any such information that is available to the Administrative Agent, any Issuing Bank either Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided such Borrower or applicable Investment Company, PROVIDED that, in the case of information received from the a Borrower or Investment Company after the date hereofEffective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to 43 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. Notwithstanding anything herein to the contrary, "INFORMATION" shall not include, and the parties to this Agreement and their respective Affiliates (and their respective partners, directors, officers, employees, agents, advisors, and other representatives) may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated by this Agreement and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose the names of the parties or any other Person named in this Agreement, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or facts that are provided to any of the Persons referred to above.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of (a) The Sub-Adviser agrees that it will, and will cause its Representatives (as defined below) to whom the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Sub-Adviser discloses BDC Information (as defined below)) to, except that Information may be disclosed (a) to its hold in confidence and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) not disclose to any other party any confidential or proprietary information produced or provided by the Adviser or the BDC and/or its Representatives (including but not limited to information that is material and non-public) (collectively, “BDC Information”). Notwithstanding the foregoing, the term “BDC Information” shall not, for the purposes of this Agreement, (e) in connection with the exercise of include any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to information which (i) any assignee at the time of disclosure or Participant in, thereafter is or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) becomes available to any swap or derivative transaction relating to and known by the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available public other than as a result of a disclosure by the Sub-Adviser or any of its Representatives in breach of this Section or Agreement, (ii) was or becomes available to the Administrative Agent, any Issuing Bank or any Lender Sub-Adviser on a nonconfidential basis from a source other than the BorrowerAdviser or the BDC or any of their Representatives; provided that such source is not known to the Sub-Adviser to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Adviser or the BDC, or (iii) has been independently developed by the Sub-Adviser or any of its Representatives without using BDC Information and without violating any of its obligations under this Agreement. (b) The Adviser agrees that it will, and will cause its Representatives and the BDC and its Representatives to whom it discloses Main Street Information (as defined below) to, hold in confidence and not disclose to any party any confidential or proprietary information produced or provided by the Sub-Adviser and/or its Representatives (including but not limited to information that is material and non-public) (collectively, “Main Street Information”). For Notwithstanding the foregoing, the term “Main Street Information” shall not, for the purposes of this SectionAgreement, “Information” means all include any information received from which (i) at the Borrower relating time of disclosure or thereafter is or becomes available to and known by the Borrower or its business, public other than as a result of a disclosure by the Adviser, the BDC or any such information that is of their Representatives in breach of this Agreement, (ii) was or becomes available to the Administrative Agent, any Issuing Bank Adviser or any Lender the BDC on a nonconfidential basis prior from a source other than the Sub-Adviser or any of its Representatives; provided that such source is not known to disclosure the Adviser or the BDC to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to, the Sub-Adviser, or (iii) has been independently developed by the Borrower; Adviser, the BDC or any of their Representatives without using Main Street Information and without violating any of their obligations under this Agreement. (c) Except as otherwise expressly provided thatherein, the parties will not use or disclose (other than to their respective Representatives) any of the BDC Information or Main Street Information, as applicable, that the Adviser, BDC and Sub-Adviser are required to hold in confidence under this Section 23, as applicable, except in connection with the carrying out of the parties’ respective obligations hereunder. For purposes hereof, “Representatives” shall mean each of the parties’ respective affiliates, and its and their respective employees, directors, officers, agents and advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors) who need to know the information for the purpose of carrying out the parties’ respective obligations hereunder. (d) In the event that the Sub-Adviser or its Representatives are required to disclose any BDC Information pursuant to applicable law, governmental rule or regulation, court order, administrative or arbitral proceeding or by any regulatory authority having jurisdiction over the Sub-Adviser and/or any of its Representatives, the Sub-Adviser or such Representative shall provide (unless prohibited by law or regulation) the Adviser with prompt written notice in advance, if possible, but otherwise promptly thereafter, of any such request or requirement so that the Adviser may seek a protective order or other appropriate remedy at its own expense and/or waive compliance with the provisions of this Section 23. If, in the case absence of information received from a protective order or other remedy, or the Borrower after receipt of a waiver of compliance with the date hereofprovisions of this Section 23 by the Adviser, the Sub-Adviser or such information Representative is clearly identified at nonetheless in the time advice of delivery as confidential. Any Person counsel legally required to maintain disclose any BDC Information, the confidentiality Sub-Adviser or such Representative may, without liability hereunder, disclose that portion of the BDC Information as provided that it deems it is legally required to be disclosed. (e) In the event that the Adviser or its Representatives are required to disclose any Main Street Information pursuant to applicable law, governmental rule or regulation, court order, administrative or arbitral proceeding or by any regulatory authority having jurisdiction over the Adviser and/or any of its Representatives, the Adviser or such Representative shall provide (unless prohibited by law or regulation) the Sub-Adviser with prompt written notice in advance, if possible, but otherwise promptly thereafter, of any such request or requirement so that the Sub-Adviser may seek a protective order or other appropriate remedy at its own expense and/or waive compliance with the provisions of this Section shall 23. If, in the absence of a protective order or other remedy, or the receipt of a waiver of compliance with the provisions of this Section 23 by the Sub-Adviser, the Adviser or such Representative is nonetheless in the advice of counsel legally required to disclose any Main Street Information, the Adviser or such Representative may, without liability hereunder, disclose that portion of the Main Street Information that it deems it is legally required to 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 informationdisclosed.

Confidentiality. Each Lender shall hold all non-public information obtained pursuant to the requirements of the Administrative Agentthis Agreement that has been identified in writing as confidential by Company in accordance with such Lender’s customary procedures for handling confidential information of this nature, the Issuing Banks it being understood and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except agreed by Company that Information in any event a Lender may be disclosed make disclosures (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information information and instructed to keep such Information information confidential), (b) to the extent requested by any regulatory authorityGovernment Authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Sectionsubsection 10.19, to (i) any assignee Eligible Assignee of or Participant participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to the Borrower and its obligationsobligations of Company, (g) with the consent of the Borrower or Company, (h) to the extent such Information information (i) becomes publicly available other than as a result of a breach of this Section subsection 10.19 or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating Company or (i) to the Borrower National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender’s or its businessAffiliates’ investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates and that no written or oral communications from counsel to an Agent and no information that is or is designated as privileged or as attorney work product may be disclosed to any Person unless such Person is a Lender or a Participant hereunder; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Company of any request by any Government Authority or representative thereof (other than any such request in connection with any examination of the financial condition of such Lender by such Government Authority) for disclosure of any such non-public information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrowerof such information; provided thatand provided, further that in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person no event shall any Lender be obligated or required to maintain return any materials furnished by Company or any of its Subsidiaries. In addition, Administrative Agent and Lenders may disclose the confidentiality existence of Information as provided this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to Administrative Agent and Lenders, and Administrative Agent or any of its Affiliates may place customary “tombstone” advertisements relating hereto in this Section shall be considered to have complied with publications (including publications circulated in electronic form) of 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 choice at its own confidential informationexpense.

Confidentiality. Each of the Administrative AgentAgents, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any Borrower and its obligations, (g) with the consent of the Borrower Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative any Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerCompany. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than any such information that is available to the Administrative any Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerCompany; provided that, in the case of information received from the Borrower 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. EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 11.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES OR THEIR RESPECTIVE 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 THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders (a) Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors Related Parties (it 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), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party to this Agreement, hereto; (e) in connection with the exercise of any remedies hereunder or under any suit, other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder, hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant participant in, or any prospective assignee of or Participant participant in, any of its rights or and obligations under this Agreement Agreement; (g) on a confidential basis to (x) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder; or (iiy) the CUSIP Service Bureau or any actual similar agency in connection with the issuance and monitoring of CUSIP numbers or prospective counterparty (or its advisors) to any swap or derivative transaction relating other market identifiers with respect to the Borrower and its obligations, credit facilities provided hereunder; (gh) with the consent of the Borrower Borrowers; or (hi) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section Section; or (iiy) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For In addition to the purposes foregoing, Lender agrees to comply with the confidentiality requirements of this Section, “Information” means all information received from the Borrower any license or other agreement relating to the Borrower or its business, other than any Patents with respect to any such information agreement set forth on the Disclosure Schedule, provided that is available the Borrowers shall deliver to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided thattrue and correct copy of each such agreement and, in the case connection therewith, inform Lender of 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 confidentiality of Information as provided in this Section provisions thereof which Lender 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 informationcomply.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerBorrower or any of its Subsidiaries. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the The Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the hold any Information (as defined below)) which it may receive from the Borrower in connection with this Agreement in confidence, except that Information may be disclosed for disclosure (ai) to its Affiliates and its Affiliates’ directorsto the Administrative Agent and any other Lender and their respective Affiliates for use solely in connection with the performance of their respective obligations hereunder contemplated hereby, officers(ii) to legal counsel, employees and agents, including accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed Lender or to keep such Information confidential)a Transferee, (biii) to the extent requested by any regulatory authorityofficials, (civ) to the extent any Person as required by applicable laws law, regulation, or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement the Loan Documents or the enforcement of rights hereunderthereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisorsvi) to any its direct or indirect contractual counterparties in swap agreements or derivative transaction to legal counsel, accountants and other professional advisors to such counterparties, (vii) permitted by Section 12.2, and (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to the Borrower and its obligationsAdvances hereunder. Without limiting Section 9.4, (g) with the consent of the Borrower or (h) to agrees that the extent such Information (i) becomes publicly available other than as a result of a breach terms of this Section or 9.9 shall set forth the entire agreement between the Borrower and each Lender (ii) becomes available to including the Administrative Agent) with respect to any Information previously or hereafter received by such Lender in connection with this Agreement, and this Section 9.9 shall supersede any Issuing Bank or any and all prior confidentiality agreements entered into by such Lender on a nonconfidential basis from a source other than the Borrowerwith respect to such Information. For the purposes of this Section, “Information” means all information received from Holdco, the Borrower Borrower, its Subsidiaries or their agents or representatives relating to Holdco, the Borrower Borrower, its Subsidiaries or their agents or other representatives or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank the LC Issuer or any Lender on a nonconfidential non-confidential basis prior to disclosure by Holdco or the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Arrangers, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors(other than Excluded Parties (as defined below)) trustees, officers, directors, employees and agents, including accountants, legal counsel and other advisors (it 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)) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any regulatory authorityGovernmental Authority having jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (provided, that the Administrative Agent, such Arranger, such Issuing Bank or such Lender that discloses any Information pursuant to this clause (c) shall provide the Borrower with prompt notice of such disclosure to the extent permitted by applicable law), (d) to any other party to this Agreement, (e) the extent reasonably necessary in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to this Agreement or the enforcement of its rights hereunderhereunder or thereunder, (fe) subject to an agreement containing provisions substantially the same at least as restrictive as those of this SectionSection 9.16 (or as otherwise may be acceptable to the Borrower), to (i) any assignee of actual or Participant in, or any prospective assignee of or Participant in, participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its Borrower, any subsidiary or any Affiliate thereof or any of their respective obligations, (f) with the written consent of the Borrower, (g) to any Rating Agency when required by it (it being understood that, prior to any such disclosure, such Rating Agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Person), (h) to the National Association of Insurance Commissioners or any other Governmental Authority having jurisdiction over a Lender or any of its Affiliates in connection with the consent of the Borrower regulatory examinations and reviews conducted by any such Governmental Authority or (hi) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to 9.16; provided that, no such disclosure shall be made by the Administrative Agent, the Arrangers and the Lenders to any Issuing Bank of its affiliates that are engaged as principals primarily in private equity, mezzanine financing or any Lender on a nonconfidential basis from a source other than venture capital (the Borrower“Excluded Parties”). For the purposes of this Section, “Information” means shall mean all information received from the Borrower relating or Holdings and related to the Borrower or its business, other than any such information that is publicly available to the Administrative Agent, any Issuing Bank Arranger or any Lender, other than by reason of disclosure by Administrative Agent, the Administrative Agent, any Arranger or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case breach of 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 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 information9.16.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees (for itself and each of its Related Parties) to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authorityauthority having jurisdiction over it, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) any actual or prospective counterparty Secured Swap Provider (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations), (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower or any Restricted Subsidiary relating to the Borrower or its businessany Restricted Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerBorrower or a Restricted Subsidiary; provided that, in the case of information received from the Borrower or any Restricted Subsidiary 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 12.11 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. Notwithstanding anything herein to the contrary, “Information” shall not include, and the Borrower, the Borrower’s Subsidiaries, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of the aforementioned Persons), and any other party, may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the United States federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding the United States federal or state income tax treatment of such transactions (“tax structure”), which facts shall not include for this purpose the names of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or tax structure, and (b) all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower, the Administrative Agent or such Lender relating to such tax treatment or tax structure.

Confidentiality. (a) Each of the Administrative Agent, the Issuing Banks Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bii) to the extent requested by any regulatory authority, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee Assignee of or Participant in, or any prospective assignee Assignee of or Participant in, any of its rights or obligations under this Agreement or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or securitization relating to the Borrower Company and its obligations, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section or (iiB) becomes available to the Administrative Agent, any the Issuing Bank Lender or any Lender on a nonconfidential basis from a source other than the BorrowerCompany. 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. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank Lender or any Lender on a nonconfidential basis prior to disclosure by the BorrowerCompany; provided that, in the case of information received from the Borrower Company after the date hereof, such information is clearly identified at the time of delivery as confidential; provided, further, that, in the case of clauses (ii) and (iii) (other than in connection with routine regulatory examinations), unless specifically prohibited by applicable law, court order or the applicable regulatory authority, each Lender and the Administrative Agent shall use its commercially reasonable efforts to notify the Company of any such non-public information prior to disclosure hereof. 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Lender and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees employees, partners and agents, including accountants, legal counsel and other advisors (it 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), (bii) to the extent requested by any regulatory authorityauthority (including self-regulating organizations) having jurisdiction over the Administrative Agent or any Lender (or any Affiliate thereof), (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (fvi) subject to an agreement in writing containing provisions substantially the same as those of this Sectionparagraph and for the benefit of the Company, to (ia) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Agreement, (iib) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Company and its obligationsobligations hereunder or (c) any credit insurance provider (or its advisors) in relation to this Agreement, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section paragraph or (iiB) becomes available to the Administrative Agent, any the Issuing Bank Lender or any Lender on a nonconfidential basis from a source other than the BorrowerCompany. For the purposes of this Sectionparagraph, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank Lender or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentialCompany. 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. Notwithstanding the foregoing, each of the Administrative Agent, and the Lenders agree that they will not trade the securities of the Company based upon non-public Information that is received by them.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below)Information, except that the Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed who have agreed or are otherwise obligated to keep such Information confidential, and the applicable Agent or Lender shall be responsible for compliance by such Persons with such obligations), ; (b) to the extent requested by any regulatory authority, authority having jurisdiction over the applicable Agent or Lender; (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, ; provided that the Agent or Lender that discloses any Information pursuant to this clause (c) shall provide the Borrower prompt notice of such disclosure; (d) to any other party to this Agreement, ; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this SectionSection 10.09 (or as may otherwise be reasonably acceptable to the Borrower), (x) to (i) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (iiy) to any direct, indirect, actual or prospective counterparty (or and its advisorsadvisor) to any swap swap, derivative or derivative securitization transaction relating related to the Borrower and its obligations, obligations under this Agreement; (gf) with the written consent of the Borrower or Borrower; (hg) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.09; (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (iii) becomes available to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall be informed of the confidential nature of the Information received by it from such Lender and instructed to preserve the confidentiality of such Information). In addition, any Agent and any Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the Administrative Agentlending industry, and service providers to any Issuing Bank or Agent and any Lender on a nonconfidential basis from a source in connection with the administration and management of this Agreement, the other than Loan Documents, the BorrowerCommitments, and the Credit Extensions. For the purposes of this SectionSection 10.09, “Information” means all information received from the Borrower any Loan Party relating to the Borrower any Loan Party or its business, other than any such information that is publicly available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case any Loan Party other than as a result of information received from the Borrower after the date hereof, such information is clearly identified at the time a breach 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 information10.09.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations Requirement of Laws or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement Agreement, or the Guaranties, or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Lenders and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bii) to the extent requested by any regulatory or self-regulatory authority, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Sectionparagraph, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their respective obligations, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section paragraph or (iiB) becomes available to the Administrative Agent, any Issuing Bank Lender or any Lender on a nonconfidential basis from a source other than the any Borrower. For the purposes of this Sectionparagraph, “Information” means all information received from the Borrower Company or any of its Subsidiaries relating to the Borrower Company, its Subsidiaries or its their respective business, other than any such information that is available to the Administrative Agent, any Issuing Bank Lender or any Lender on a nonconfidential basis prior to disclosure by the BorrowerCompany; provided that, in the case of information received from the Borrower 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. Notwithstanding anything herein to the contrary, after a Lender ceases to be a Lender under this Agreement, the provisions of this paragraph shall expire and cease to be effective with respect to such Lender on the date that is two years after the date such Lender ceased to be a Lender.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant inin (other than a competitor of Borrower or Guarantor), any of its rights or obligations under this Agreement Agreement; provided that such prospective assignee or (ii) any actual participant shall agree to destroy or prospective counterparty (return all such Information if it does not become a Lender or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsParticipant hereunder, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower any Credit Party relating to the Borrower Credit Party or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party or subsequently becomes publicly available other than as a result of a disclosure of such information by the BorrowerAdministrative Agent or any Lender; provided that, in the case of information received from the Borrower any Credit Party 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.

Confidentiality. Each of the (a) The Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that the Persons 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), (bii) to the extent requested by any regulatory authority, (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party to this Agreement, (ev) to the extent required or advisable in the judgment of counsel in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderof the Administrative Agent or 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 (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (gvii) with the consent of the Borrower Company or (hviii) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware or (iiB) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the BorrowerCompany other than as a result of a breach of this Section of which the Administrative Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Borrower Company relating to the Borrower Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in Company other than as a result of a breach of this Section of which the case of information received from the Borrower after the date hereof, such information Administrative Agent or Lender is clearly identified at the time of delivery as confidentialaware. 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. (b) Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s 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 those procedures and applicable law, including Federal and state securities laws. (c) All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly, each Lender represents to the Borrower and the 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 and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its Affiliates’ and their respective officers, directors, officers, employees and agents, including accountants, legal counsel counsel, other advisors and administration, settlement and other advisors similar service providers in connection with the administration and management of this Agreement and the other Loan Documents (including to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans) and to other Persons authorized by the Administrative Agent, Collateral Agent and Lenders to organize, present or disseminate such Information in connection with disclosures otherwise made in accordance with this Section 9.16 (it 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), (b) to the extent requested by any regulatory authorityauthority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to this Agreement or the enforcement of its rights hereunderhereunder or thereunder, (fe) subject to an agreement containing provisions substantially the same as as, or no less restrictive than, those of this SectionSection 9.16, to (i) to any assignee of actual or Participant in, or any prospective assignee of or Participant in, participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its or any Subsidiary or any of their respective obligations, (f) to any rating agency when required by it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of the Information relating to the Loan Parties received by it from any Agent or any Lender, (g) with the consent of the Borrower or (h) to the extent such Information (i) is or becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower9.16. For the purposes of this Section, “Information” means shall mean all non-public information received from the Borrower relating and related to the Borrower or its businessbusiness (including the Funds), other than any such information that is was or becomes available to the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender on a nonconfidential basis prior to disclosure or was or is independently developed by the BorrowerAdministrative Agent, the Collateral Agent or such Lender without reliance upon the Information; provided that, in the case of information 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 confidentiality of Information as provided in this Section 9.16 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 Administrative Agent 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 Lenders in connection with the administration of this Agreement, the other Loans Documents and the Revolving Credit Facility Commitments.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any direct or indirect contractual counterparties in swap agreements or derivative transaction relating to the Borrower and its obligationssuch contractual counterparties' professional advisors, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower. For the purposes of this Section, “the term "Information” " means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), and that the disclosing Administrative Agent, Issuing Bank or Lender will be responsible for any unauthorized disclosure by any of its foregoing affiliated Persons), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any Borrower and its obligations, (g) with the consent of the Borrower Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerCompany. For the purposes of this Section, “Information” means all information received from the Borrower Company or any Subsidiary relating to the Borrower Company, any of its Subsidiaries or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidentialCompany. 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any direct or indirect contractual counterparties in swap agreements or derivative transaction relating to the Borrower and its obligationssuch contractual counterparties’ professional advisors, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower. For the purposes of this Section, the term “Information” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other 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 Holdings or the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority; provided that, except with respect to any audit or examination conducted by bank accountants or by any governmental bank regulatory authority exercising examination or regulatory authority, the Administrative Agent or such Lender, as applicable, shall use reasonable efforts to promptly notify the Borrower of such disclosure (unless such disclosure is not legally permissible), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction transaction, or any actual or prospective credit insurance provider, relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower Credit Group or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each The Lender understands that some of the Administrative Agentinformation furnished to it pursuant to this Credit Agreement may be received by it prior to the time that such information shall have been made public, and Lender hereby agrees that it will keep all the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), information received by it in connection with this Credit Agreement confidential except that Information may Lender shall be disclosed permitted to disclose information (ai) to such of its and its Affiliates’ officers, directors, officersemployees, employees and agents, including accountantsrepresentatives, auditors, consultants, advisors, trustees, investments advisors, lawyers and affiliates as need to know such information in connection with this Credit Agreement or any other Fundamental Document; (ii) to a proposed assignee or participant in accordance with Section 7.3(f) hereof; (iii) to the extent required by Applicable Law and regulations or by any subpoena or other legal counsel and other advisors process (it being understood that in any which event Lender shall promptly notify Borrower to the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidentialextent not prohibited by Applicable Law), ; (biv) to the extent requested by any bank regulatory authority or other regulatory authority, ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (hv) to the extent such Information information (iA) becomes publicly available other than as a result of a breach of this Section or Credit Agreement, (iiB) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or any of its businessAffiliates, which source is not known to Lender to be prohibited from transmitting the information to Lender by any contractual or other than any such information that is obligation to Borrower or (C) was available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure by to Lender; (vi) to the Borrowerextent Borrower shall have consented to such disclosure in writing; provided thator (vii) in connection with the servicing of the Loans hereunder, in protecting or enforcing any rights and/or remedies in connection with any Fundamental Document or in any proceeding in connection with any Fundamental Document or any of the case of 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 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 informationtransactions contemplated thereby.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower Borrower’s or its businessany Subsidiary’s businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerBorrower or any Subsidiary; provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified hereby deemed at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 12.11 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its and its Affiliates’ directors, officers, employees employees, representatives and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (cii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or requested by any regulatory authority, but only, except with respect to bank examiners, after the Administrative Agent or the relevant Issuing Bank or Lender provides such written notice to the Borrower of such proposed disclosure as is reasonable under the circumstances and permitted by law, (diii) to any other party to this Agreement, (eiv) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any Note or the enforcement of rights hereunderhereunder or thereunder, (fv) subject to an agreement containing provisions substantially the same 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to any direct or indirect counterparty to any Swap Agreement or (ii) any actual or prospective counterparty (or its advisors) any professional advisor to any swap or derivative transaction relating to the Borrower and its obligationssuch counterparty), (gvii) with the consent of the Borrower or (hviii) to the extent such Information (ix) becomes publicly available other than as a result of a breach of this Section or Section, (iiy) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower (other than a source known to be disclosing such Information in violation of a confidentiality agreement with the Borrower) or (z) was available to the Administrative Agent or the relevant Issuing Bank or Lender prior to such Person becoming a Lender. 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder under any Loan Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunderthereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. 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 Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each Lender will take reasonable efforts to keep all financial information, and all information acquired as a result of the Administrative Agent, the Issuing Banks any inspection conducted in accordance with Section 6.7 (and the Lenders agrees any other information provided to maintain the confidentiality of the Information (as defined belowLender under any Loan Document), except confidential, provided that Information Lender may be disclosed communicate such information (ai) in accordance with Borrower's written authorization, to any Person in accordance with the customary practices of financial institutions or entities engaged wholly or substantially in the business of making commercial loans relating to routine trade inquiries, (ii) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authority, (c) authority having jurisdiction over Lender to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (diii) to any other party Person in connection with Lender's sale of any assignments of the Obligations, provided that the recipient of such Obligations agrees in writing delivered to Borrower to hold such information confidential in accordance with the terms of this Agreement, (eiv) to any other Person in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of Lender's rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or any other Loan Document, (ii) any actual or prospective counterparty (or its advisorsv) to any swap or derivative transaction relating Person to the Borrower and its obligationsextent required in any litigation in which Lender is a party; PROVIDED, (g) with that to the consent of extent permitted by applicable law, rule or regulation or response to a subpoena, under or other legal process or legislative body or committee or other governmental authority. Notwithstanding the Borrower or (h) foregoing, information will not be deemed to be confidential to the extent such Information information (iw) was already lawfully in the possession of Lender prior to the Closing Date, (x) is available in the public domain, (y) becomes publicly available in the public domain other than as a result of unauthorized disclosure by Lender, or (z) is acquired from a Person not known by Lender to be in breach of this Section or (ii) becomes available any confidentiality agreement with respect to such information. Notwithstanding anything to the Administrative Agentcontrary, any Issuing Bank Borrower hereby consents to Lender's discussions and communications with Borrower's independent public accountants and agrees that such discussion or any communication is without liability to either Lender on a nonconfidential basis from a source other than the or Borrower. 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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's independent certified public accountants.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender agrees to maintain the confidentiality of the keep confidential all Information (as defined below), except ; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information may be disclosed (a) to its and its Affiliates’ directorsthe Administrative Agent, officers, employees and agents, including accountants, legal counsel and any other advisors (it 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)Lender or any affiliate thereof, (b) subject to the extent requested by an agreement to comply with provisions at least as restrictive as those in this Section, to any regulatory authorityactual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to the extent required by applicable laws its employees, directors, agents, attorneys, accountants and other professional advisors or regulations or by those of any subpoena or similar legal processof its affiliates, (d) to upon the request or demand of any other party to this AgreementGovernmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or 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, (i) in connection with the exercise of any remedies remedy hereunder or under any suit, action other Loan Document or proceeding relating to this Agreement or the enforcement of rights hereunder, (fj) subject to an agreement containing provisions substantially the same as those of this Sectionif agreed by Essent in its sole discretion, 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerPerson. For the purposes of this Section, “Information” means all information received from the any Borrower relating to the such Borrower or its business, other than any such information that is or becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential non-confidential basis prior and other than information pertaining to disclosure this Agreement routinely provided by arrangers to data service providers (including market data collectors), including league table providers, that serve the Borrowerlending industry; provided that, that in the case of information received from the any Borrower 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 9.15 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 or the other Loan Documents may include material non-public information concerning the Borrowers and their respective Affiliates and their related parties or their respective 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 those procedures and applicable law, including Federal and state securities laws. All information, including requests for waivers and amendments, furnished by any Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrowers and their respective Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrowers and the 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 and state securities laws.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), (c) 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 Borrower is given prior notice to the extent such prior notice is permissible under the circumstances and an opportunity to object to such disclosure, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express agreement for the benefit of the Borrower containing provisions substantially the same as those of this Section, to any (i) any assignee (or Conduit Lender) of or Participant in, or any prospective assignee (or Conduit Lender) of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective hedging agreement counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationssuch contractual counterparty's professional advisor), (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “"Information” " means all information received from the Borrower Borrower, whether oral or written, relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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, including in accordance with Regulation FD as promulgated by the SEC.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks LC Issuers and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank LC Issuer or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower. 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 LC Issuer or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of 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 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document, or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the consent of the Borrower Borrower, or (h) to the extent such Information (iA) becomes publicly available other than as a result of a breach of this Section or (iiB) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the Borrower provided the Agent, the Issuing Bank or any Lender does not have actual knowledge that such other source is in breach of any confidentiality agreement with the Borrower. For the purposes of this Section, “"Information” " means all information received from the Borrower or its agents relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the Borrower; provided thatthe Agent, the Issuing Bank or any Lender does not have actual knowledge that such source is in breach of any confidentiality agreement with the case Borrower. The Agent, the Issuing Bank and each Lender each agrees that neither it nor its Affiliates will use any Information in connection with the performance by it of information received from services for companies other than the Borrower 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 and 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 informationSubsidiaries.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain (and use reasonable efforts to cause its respective agents and representatives to maintain) the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “"Information” " means all information received from the Borrower relating to the Borrower Borrower, its Subsidiaries, its Affiliates or its businesstheir respective businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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. The provisions of this Section 9.12 shall remain operative and in full force and effect for a period of three years following the expiration and termination of this Agreement.

Confidentiality. (a) Each of the Administrative AgentAgents, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Administrative Borrower and its obligations, (g) with the consent of the Administrative Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative any Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Administrative Borrower. For the purposes of this Section, “Information” means all information received from the Administrative Borrower relating to the Administrative Borrower or its business, other than any such information that is available to the Administrative any Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Administrative Borrower; provided that, in the case of 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 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. Each of the Agents, Issuing Bank, and the Lenders agrees to use reasonable commercial efforts (if it may legally do so) to provide prior notice of any disclosure of Information pursuant to clauses (b) or (c) above.

Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Representative, (h) to holders of Equity Interests in a Borrower, (i) to any Person providing a Guarantee of all or any portion of the Secured Obligations or (hj) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the any Borrower relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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.

Confidentiality. (a) Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Affiliates’ and their directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory authorityauthority or self-regulatory, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Parent or the Borrower and its obligations, (g) with the consent of the Parent or the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Parent or the Borrower. For the purposes of this Section, “Information” means all information received from the Parent or the Borrower relating to the Parent or the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Parent or the Borrower; provided that, in the case of information received from the Parent or the Borrower 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. (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE PARENT, THE BORROWER AND THEIR RELATED PARTIES OR THEIR RESPECTIVE 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 THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR ITS SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE 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.

Confidentiality. Each of the Administrative Agent, the each Issuing Banks Bank and the Lenders each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authorityauthority or rating agency, (c) to the extent required by applicable laws or regulations Requirement of Laws or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower Loan Parties and its their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative either Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis from a source other than the BorrowerBorrowers. For the purposes of this Section, “Information” means all information received from the Borrower Borrowers relating to the Borrower Borrowers or its their business, other than any such information that is available to the Administrative either Agent, any Issuing Bank or any Lender on a nonconfidential non-confidential basis prior to disclosure by the BorrowerBorrowers; provided that, in the case of information received from the Borrower Borrowers 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this AgreementAgreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunderhereunder or thereunder, (f) subject to an agreement for the express benefit of the Borrower containing provisions substantially the same as those of this SectionSection 12.11, 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 or (ii) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Agreement relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this SectionSection 12.11, “Information” means all information received from the Borrower Parent or any Subsidiary relating to the Borrower Parent or its businessany Subsidiary and their businesses, other than any such information that is available to the Administrative Agent, any the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerParent or a Subsidiary; provided that, in the case of information received from the Borrower Parent or any Subsidiary 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 12.11 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.

Confidentiality. Each of the Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its it and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it 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), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligationsAgreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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. The provisions of this Section 9.12 are without prejudice to any other confidentiality undertakings the Administrative Agent or any Lender may enter into with the Borrower as to any particular information.

Confidentiality. Each of the Administrative AgentAgents, the Issuing Banks Banks, and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement any Loan Document or the enforcement of rights hereunderthereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap Hedging Agreement or derivative transaction relating to the Borrower and its obligationsany securitization transaction, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section by any Person or (ii) becomes available to the Administrative any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerLoan Parties. For the purposes of this Section, “Information” means all information received from the Borrower Loan Parties relating to the Borrower such Loan Parties or its their business, other than any such information that is available to the Administrative any Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the BorrowerLoan Parties; provided that, in the case of information received from the Borrower after the date hereofof this Agreement, 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.

Confidentiality. Each of the Managing Administrative Agent, the Issuing Banks Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may 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 to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory or self-regulatory authority, (c) to the extent required by applicable laws or regulations (including the regulations of any self-regulatory organization) or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Managing Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower Borrower, in connection with the negotiation of or pursuant to this Agreement, relating to the Borrower or its business, other than any such information that is available to the Managing Administrative Agent, any Issuing Bank Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of 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 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.

Confidentiality. Each Except as otherwise provided in this Agreement, each Seller will keep confidential, and not use or disclose, except in connection with this Agreement and the Transaction, all information, documents or materials relating solely to the Company and its business which, prior to the date hereof, have been furnished to it by or on behalf of the Administrative AgentCompany, the Issuing Banks and the Lenders agrees to maintain the confidentiality any of its Subsidiaries, any other Seller, any other stockholder of the Information (as defined below)Company, except that Information may be disclosed or Purchaser. The provisions of this Section 5.1 shall not apply to the disclosure or use of any information, documents or materials (a) which are or become generally available to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and the public other advisors (it being understood that the Persons to whom than as a result of disclosure by any Seller after receiving such disclosure is made will be informed of the confidential nature information or any Affiliate or Representative of such Information and instructed to keep Seller receiving such Information confidential)information in violation of this Section 5.1, (b) to the extent requested such information, documents or materials can reasonably be shown to have been acquired by any regulatory authoritysuch Seller or its Representative on a non-confidential basis from sources other than those related to prior ownership of or involvement with the Company that, to the best of such Seller’s knowledge, are not prohibited from disclosing such information, documents or materials, (c) required by applicable Law to be disclosed by such Seller (but only, to the extent required practical and permitted by applicable laws or regulations or by any subpoena or similar legal processLaw, after providing Purchaser with written notice of its intention to disclose such information and after Purchaser has had notice of the proposed disclosure in order to provide it with an opportunity to challenge such disclosure in a court of law), (d) to in connection with any other party to this Agreementlitigation or disputes involving a Seller or any Affiliate of Seller, on the one hand, and the Company, Parent or Purchaser on the other, or (e) in connection necessary to establish such Seller’s rights under this Agreement. Further, the “residual knowledge” resulting from access to or work with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) such confidential information shall not be subject to an agreement containing provisions substantially the same as those of confidentiality and non-use obligations contained in 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 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the BorrowerAgreement. For the purposes hereof, the term “residual knowledge” means know-how and experience gained by a Seller and its representatives (other than third-party representatives) during its ownership of securities of the Company or from exposure to the confidential information, and retained in the unaided memories of such Seller’s representatives (other than third-party representatives) without reference to any information or material that is written, stored in magnetic, electronic or physical form or otherwise fixed. For purposes hereof, the memory of a person is unaided if the person has not intentionally memorized the confidential information for the purpose of retaining and subsequently using or disclosing such confidential information. The provisions of this Section, “Information” means all information received from Section 5.1 shall terminate on 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 on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case third (3rd) anniversary of 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 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 informationAgreement.