Common use of Disclosure; Confidentiality Clause in Contracts

Disclosure; Confidentiality. a. Subject to the terms of this Agency Agreement, the Agent and each Lender will at all times respect and protect the confidentiality of this Agency Agreement and will not disclose to any other person any information acquired as a result of or pursuant to this Agency Agreement, unless required to do so by any applicable law, statute, regulation or by any court order or similar process enforceable in any relevant jurisdiction, or if required to do so by any fiscal or regulatory body or self-regulatory organization (whether of a governmental nature or otherwise) in any relevant jurisdiction. The Agent shall keep confidential, and will cause its employees to keep confidential, all non-public information concerning each Lender’s portfolio holdings and other confidential information (collectively “Lender Confidential Information”) obtained hereunder from or on behalf of the Lender to the extent provided hereunder. The Agent will use Lender Confidential Information only for the purposes of providing services under this Agreement. The Agent acknowledges that each Lender has additional disclosure requirements relating to securities lending, Loans and the appointment of Agent required by the Securities and Exchange Commission, including, without limitation disclosures on Form N-PORT, disclosures in the Lender’s Registration Statements including disclosure of the Agency Agreement as an Exhibit on Part C of the Lender’s Registration Statements and disclosures in the Lender’s shareholder reports. The Agent will cooperate with Lender in providing such information. The Lender authorizes the transfer and disclosure of any confidential information of the Lender to and between the Agent and its branches, subsidiaries, representative offices, affiliates and administrative support providers and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of services under this Agreement (including for data processing, statistical and risk analysis purposes and for compliance with Applicable Law). b. Each Lender also specifically authorizes the Agent to: (i) disclose information to Borrowers regarding the Lender as those Borrowers request or are required to obtain pursuant to Applicable Law, rule or regulation, or as deemed necessary in connection with the consummation or maintenance of any Loans; (ii) disclose to third parties information concerning the Securities in the Designated Accounts for the purpose of estimating the potential fees to be paid by Borrowers with respect thereto; and (iii) disclose to the Lender’s agents, the Lender’s Custodian and the Lender’s affiliates such information as required or necessary in connection with the consummation of Loans hereunder, including but not limited to the information identified by the Lender as necessary for the Lender to comply with applicable U.S. Securities and Exchange Commission rules. c. Each Lender agrees that no printed materials or other matter (in any language) that mention Citi, Citigroup Inc., Citibank, N.A., Citibank Europe plc, the rights, powers or duties of the Agent or the terms of this Agency Agreement shall be published or disclosed to any third party by the Lender or on the Lender’s behalf unless: (i) Citibank, N.A. shall first have given its specific written consent; or (ii) the Lender is legally required to do so pursuant to any Applicable Law, rule or regulation to which it is subject. For avoidance of doubt, the foregoing provision does not prohibit naming the Agent and disclosing the terms of this Agency Agreement in a Lender’s registration statement, financial statements, U.S. Securities and Exchange Commission filing or as an exhibit to any such filing.