Covenants of the Administrative Agent. the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees or to Mizuho Bank or its Affiliates, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates’ Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without DB1/ 139452285.4144571789.3 137 liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction), each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Xxxxxx to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Covenants of the Administrative Agent. the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees or to Mizuho Bank or its Affiliates, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates’ Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential DB1/ 139452285.4 136 154304283v7 nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without DB1/ 139452285.4144571789.3 137 liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction), each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Xxxxxx to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information DB1/ 139452285.4 137 154304283v7 and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Covenants of the Administrative Agent. the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees or employees, to Mizuho JPMorgan Chase Bank or its Affiliates, to any Credit Provider or to any nationally recognized statistical ratings organization that rates the Commercial Paper Notes issued by a Conduit Lender, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates’ ' Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without DB1/ 139452285.4144571789.3 137 liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction), each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Xxxxxx to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03.the
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Covenants of the Administrative Agent. the Agents and the Lenders. (a) Each of the Administrative Agent, each Agent and each Lender covenants and agrees that it will not disclose any of the Confidential Information at any time received or obtained by it without the Borrower's prior written consent; provided, that it may disclose any such Confidential Information (i) in connection with participations and assignments pursuant to Section 11.01, (ii) to its officers, directors or employees or to Mizuho Bank or its Affiliates, each of which shall be informed by it of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, and (iii) to its or its Affiliates’ Advisors (provided that such Advisors are advised of the confidential nature of such information and such Advisors are obligated to keep such information confidential pursuant to the terms of their engagement or applicable professional rules). Each of the Administrative Agent, each Agent and each Lender agrees to be responsible for any breach of this Agreement by its Affiliates and Advisors, and it agrees that its Affiliates and Advisors will be advised by it of the confidential nature of such information and that it shall cause its Affiliates to be bound by this Agreement. Notwithstanding the foregoing, with respect to participations and assignments pursuant to Section 11.01 involving an Eligible Assignee other than an entity satisfying clause (i) of the definition of "Eligible Assignee", Confidential Information may not be provided to prospective participants or assignees before the execution of an Assignment and Acceptance, unless such Confidential Information is covered under a separate confidentiality agreement between the assigning Lender and such prospective participant or assignee pursuant to which such prospective participant or assignee shall agree to the provisions set forth in this Article. (b) Each of the Administrative Agent, each Agent and each Lender acknowledges and agrees that any Confidential Information provided to it, in whatever form, is the sole property of the Borrower or DFC, as applicable. Neither such Person nor its Affiliates or Advisors shall use any of the Confidential Information now or hereafter received or obtained from or through the Borrower, DFC or any of their respective Affiliates for any purpose other than for purposes of engaging in, or as otherwise contemplated by, the transactions contemplated by the Basic Documents. (c) If the Administrative Agent, any Agent, a Lender or any of their respective Affiliates or Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, the related entity shall, to the extent permitted by law, promptly notify the Borrower and DFC in writing of such requirement so that the Borrower and/or DFC, at their sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. The Administrative Agent, each Agent and each Lender or any of their respective Affiliates or Advisors agree to use its reasonable efforts, upon the written request of the Borrower or DFC, as applicable, to obtain or assist the Borrower or DFC, as applicable, in obtaining any such protective order. Failing the reasonably timely entry of a protective order or the reasonably timely receipt of a waiver hereunder, it may disclose, without DB1/ 139452285.4144571789.3 137 liability hereunder, that portion (and only that portion) of the Confidential Information that in the opinion of such party's counsel, it is legally compelled to disclose. (d) Notwithstanding the foregoing, it is understood that the Administrative Agent, each Agent and each Lender or its Affiliates may be required to disclose (and may so disclose, without liability hereunder, provided that it complies with the following sentence) the Confidential Information or portions thereof (i) at the request of a bank examiner or other regulatory authority or in connection with an examination of it or its Affiliates by a bank examiner or other regulatory authority, including in connection with the regulator compliance policy of Administrative Agent, any Agent or any Lender, (ii) to any nationally recognized statistical rating organization (within the meaning of the Exchange Act) (an "NRSRO") in compliance with Rule 17g-5 under the Exchange Act (or any similar rule or regulation in any relevant jurisdiction), each of which shall be informed by Administrative Agent, such Agent, such Lender or such Affiliate, as applicable, of the confidential nature of the Confidential Information and shall have agreed to keep such information confidential, or (iii) to any collateral trustee appointed by such Xxxxxx to comply with Rule 3a-7 under the Investment Company Act; provided, that such collateral trustee is informed of the confidential nature of such information and such collateral trustee agrees in writing to keep such Confidential Information subject to an agreement with substantially similar terms as provided herein. (e) It is understood and agreed that no failure or delay by the Borrower, the Servicer, the Backup Servicer, the Collateral Custodian, the Administrative Agent, the Account Bank, each Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Section 12.03.
Appears in 1 contract
