Common use of Disclosure of Information; Confidentiality Clause in Contracts

Disclosure of Information; Confidentiality. The Agents and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that any such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold 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 and representatives (collectively, "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 confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant 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 in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basisor the enforcement of rights hereunder, (iif) regulatory officialssubject to an agreement containing provisions substantially the same as those of this Section, (iii) as required by law to any assignee of or legal process (including by subpoena) Participant in, or in connection with any legal proceedingprospective assignee of or Participant in, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder rights or obligations under any Loan Documentthis Agreement, upon execution by such institution (g) with the prior written consent of an agreement to keep such information confidential the Credit Parties, (h) to the extent described in this Section 12.8(g). The Agents and Lenders agree that the such Information (A) becomes publicly available other than as a result of a breach of this Section 12.8(g)or (B) becomes available to the Administrative Agent, including the disclosure Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of any confidential deal terms and other information (customarily found in such publications) upon the Credit Parties' prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, "Information" means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a material breach nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Notwithstanding (ii) and (iii) above, Any Person required to maintain the confidentiality of Information as provided in the event that any this Section shall be considered to have complied with its obligation to do so if such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority has exercised the same degree of care to disclose any maintain the confidentiality of such information, Information as such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order would accord to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold 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 and representatives (collectively, “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 confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant 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 in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basisor the enforcement of rights hereunder, (iif) regulatory officialssubject to an agreement containing provisions substantially the same as those of this Section, (iii) as required by law to any assignee of or legal process (including by subpoena) Participant in, or in connection with any legal proceedingprospective assignee of or Participant in, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder rights or obligations under any Loan Documentthis Agreement, upon execution by such institution (g) with the prior written consent of an agreement to keep such information confidential the Credit Parties, (h) to the extent described in this Section 12.8(g). The Agents and Lenders agree that the such Information (A) becomes publicly available other than as a result of a breach of this Section 12.8(g)or (B) becomes available to the Administrative Agent, including the disclosure Issuing Lenders or any Lender on a nonconfidential basis from a source other than the Credit Parties or (i) to Gold Sheets and other similar bank trade publications, such information to consist of any confidential deal terms and other information (customarily found in such publications) upon the Credit Parties’ prior review and approval, which shall not be unreasonably withheld or delayed. For the purposes of this Section, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a material breach nonconfidential basis prior to disclosure by the Credit Parties; provided that, in the case of information received from the Credit Parties after the Closing Date (other than certificates or other information specifically required by the terms of this Agreement), such information is clearly identified at the time of delivery as confidential. Notwithstanding (ii) and (iii) above, Any Person required to maintain the confidentiality of Information as provided in the event that any this Section shall be considered to have complied with its obligation to do so if such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority has exercised the same degree of care to disclose any maintain the confidentiality of such information, Information as such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order would accord to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to 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 confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or by any subpoena or similar legal process (after providing notice to the Parent Borrower, to the extent practicable, to permit an opportunity to seek a protective order or injunctive 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 in confidenceor the enforcement of rights hereunder, except for disclosure (f) subject to an agreement containing provisions substantially the same as those of this Section 13.9, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) with the prior written consent of the Parent Borrower, (h) to the extent such Information (i) legal counsel, accountants, and becomes publicly available other professional advisors, on than as a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with result of a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g)13.9 by the disclosing party or (ii) becomes available to the Administrative Agent, including the Issuing Lender or any Lender on a nonconfidential basis from a source other than the Credit Parties unless the Administrative Agent, the Issuing Lender or such Lender, as applicable, has actual knowledge that the disclosure of such Information by such source constituted a breach of an obligation of such source to maintain confidentiality of such Information, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Parent Borrower’s prior review and approval or (j) to the National Association of Insurance Commissioners or any confidential 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. For the purposes of this Section 13.9, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that other than any such information that is available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties. Any Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, maintain the confidentiality of Information as provided in this Section 13.9 shall be considered to have complied with its obligation to do so if such Person will provide has exercised the Borrower with prompt notice same degree of care to maintain the confidentiality of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with Information as such Person with respect would accord to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each Agent and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) to legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) to regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) to another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any other Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g13.8(g), (v) in court filings (which such Lender will use its reasonable efforts to seek to have sealed by the court) in connection with (and to the extent related to) litigation to which a Lender or an Agent is a party, (vi) of information which subsequently becomes public or is disclosed by a Person not known by a Lender or an Agent to be bound by a duty of confidentiality or (vii) to any Affiliate of such Lender. The Agents and Lenders agree that the breach of this Section 12.8(g13.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that any such Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents and each Lender agree the Lenders shall hold all non-public information with respect to hold any the Borrowers obtained pursuant to the Loan Documents in accordance with their customary procedures for handling confidential information; provided, that the Agents may disclose information which it may receive from the Borrower pursuant relating to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, Gold Sheets and other professional advisorssimilar bank trade publications, on a need-to-know basissuch information to consist of deal terms and other information customarily found in such publications and provided further, (ii) regulatory officials, (iii) as that the Agents and Lenders may disclose any such information to the extent such disclosure is required by law or regulation or requested by any regulatory authority or pursuant to subpoena or other legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with a disposition the Lenders' enforcement of their rights or proposed disposition of any of its interests remedies hereunder or under any other Loan Document. Any Lender may, upon execution by such institution of an agreement in connection with any assignment, proposed assignment, participation or proposed participation pursuant to keep such information confidential this Section 14.10, disclose to the extent described in this Section 12.8(g). The Agents and Lenders assignee, participant, proposed assignee or proposed participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided, that prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree that with the breach of this Section 12.8(g), including Borrowers or such Lender to preserve the disclosure confidentiality of any confidential information relating to the Borrowers received from the Borrower pursuant to this Agreement, shall constitute a material breach such Lender. The provisions of this Agreement. Notwithstanding Section 14.10(g) shall not be applicable to any information which (iia) and is or becomes generally known to the public, (iiib) abovewas already known to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent or any Lender or was in such Person's possession prior to the event that disclosure of such information in connection with this Agreement (including, without limitation, the underwriting or other evaluation of the transactions contemplated hereby prior to the Closing Date) unless such information is subject to any other confidentiality agreement by such Person is requested pursuant to, in favor of the Company or required by, Applicable Law any Subsidiary or Governmental Authority Affiliates thereof or (c) was disclosed to disclose any such information, such Person will provide the Borrower with prompt notice of such request an Agent or requirement, unless prohibited a Lender by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such eventa third party, the Borrower has Company or any Subsidiary or Affiliate thereof not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant known to such Applicable Law Agent or Governmental Authority, as the case may be, without Lender to be bound by a confidentiality agreement with any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, directors, officers, employees and each Lender agree agents, including accountants, legal counsel and other advisors (it being understood that the Persons to hold 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 confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or by any subpoena or similar legal process (after providing notice to the Parent Borrower, to the extent practicable, to permit an opportunity to seek a protective order or injunctive relief), (d) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement in confidenceor the enforcement of rights hereunder, except for disclosure (e) with the prior written consent of the Parent Borrower, (f) to the extent such Information (i) legal counsel, accountants, and becomes publicly available other professional advisors, on than as a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with result of a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g), including 13.9 by the Lender or (ii) becomes available to the Lender on a nonconfidential basis from a source other than the Credit Parties unless the Lender has actual knowledge that the disclosure of such Information by such source constituted a breach of an obligation of such source to maintain confidentiality of such Information, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Parent Borrower’s prior review and approval or (j) to the National Association of Insurance Commissioners or any confidential similar organization or any nationally recognized rating agency that requires access to information about the Lender’s investment portfolio in connection with ratings issued with respect to the Lender. For the purposes of this Section 13.9, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by the Credit Parties. Any Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, maintain the confidentiality of Information as provided in this Section 13.9 shall be considered to have complied with its obligation to do so if such Person will provide has exercised the Borrower with prompt notice same degree of care to maintain the confidentiality of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with Information as such Person with respect would accord to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents and each Lender agree to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, and other professional advisors, on a need-to-know basis, (ii) regulatory officials, (iii) Except as required by law or legal process (including by subpoena) order or demand of any Governmental Authority, the Administrative Agent and the Lenders shall hold all non-public information with respect to the Borrower and its Subsidiaries obtained pursuant to the Loan Documents in accordance with their customary procedures for handling confidential information; PROVIDED, that the Administrative Agent may disclose information relating to this Agreement to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications; and PROVIDED, FURTHER, that the Administrative Agent and Lenders may disclose information relating to this Agreement to their Affiliates, attorneys, accountants and other representatives, each of whom shall be advised of, and shall be subject to, the confidentiality provisions set forth herein, and in connection with any legal proceeding, litigation between the Lenders and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g)Borrower. The Agents and Lenders agree that the breach of this Section 12.8(g), including the disclosure of any confidential information received from the Borrower pursuant to this Agreement, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in In the event that the Administrative Agent or any such Person Lender is requested pursuant to, or required by, Applicable Law or by any Governmental Authority to disclose any such informationnon-public information with respect to the Borrower, such Person the Administrative Agent and Lenders agree that, unless legally prohibited, they will provide the Borrower with prompt notice of any such request or requirement, unless prohibited by law or regulation, in order requirement to enable the Borrower to seek an appropriate protective order order. Any Lender may, in connection with any assignment, proposed assignment, participation or other remedyproposed participation pursuant to this Section 14.10, or to consult with such Person with respect disclose to the Borrower's taking steps assignee, participant, proposed assignee or proposed participant, any information relating to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant furnished to such Applicable Law Lender by or Governmental Authorityon behalf of the Borrower; PROVIDED, as the case may bethat prior to any such disclosure, without any recourse each such assignee, proposed assignee, participant or remedy against such Person by proposed participant shall agree with the Borrower or such Lender to preserve the confidentiality of any Affiliate of the Borrower, which confidential information relating to the Borrower hereby expressly waivesreceived from such Lender.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to 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 confidential information which it may receive from regulatory authority, (c) to the Borrower pursuant extent required by Applicable Laws or by any subpoena or similar legal process (after providing notice to the Parent Borrower, to the extent permitted by Applicable Law and practicable, to permit an opportunity to seek a protective order or injunctive relief), (d) to any other party to this Agreement Agreement, (e) in confidenceconnection with the exercise of any remedies under this Agreement, except for disclosure under any other Loan Document or under any Secured Hedge Agreement, Secured Cash Management Agreement, Secured Bilateral Letter of Credit Facility or Secured Closing Date Bilateral Facility, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement, Secured Cash Management Agreement, Secured Bilateral Letter of Credit Facility or Secured Closing Date Bilateral Facility, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 13.8, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights 93782947_8 or obligations under this Agreement, (g) with the prior written consent of the Parent Borrower, (h) to the extent such Information (i) legal counsel, accountants, and becomes publicly available other professional advisors, on than as a need-to-know basis, (ii) regulatory officials, (iii) as required by law or legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with result of a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the breach of this Section 12.8(g)13.8 by the disclosing party or (ii) becomes available to the Administrative Agent, including the Issuing Lender or any Lender on a nonconfidential basis from a source other than the Credit Parties unless the Administrative Agent, the Issuing Lender or such Lender, as applicable, has actual knowledge that the disclosure of such Information by such source constituted a breach of an obligation of such source to maintain confidentiality of such Information, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Parent Borrower’s prior review and approval, (j) to the National Association of Insurance Commissioners or any confidential 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, (k) to the extent such information is independently developed by the Administrative Agent, the Issuing Lenders or the Lenders, so long as the Administrative Agent, the Issuing Lenders or the Lenders have not otherwise breached their confidentiality obligations hereunder and have not developed such information based on information received from a third party that to their knowledge has breached confidentiality obligations owing to the Credit Parties or (l) for purposes of establishing a “due diligence” defense. For the purposes of this Section 13.8, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that other than any such information that is available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties. Any Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, maintain the confidentiality of Information as provided in this Section 13.8 shall be considered to have complied with its obligation to do so if such Person will provide has exercised the Borrower with prompt notice same degree of care to maintain the confidentiality of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with Information as such Person with respect would accord to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents and each Lender agree the Lenders ------------------------------------------ shall hold all non-public information with respect to hold any the Borrowers obtained pursuant to the Loan Documents in accordance with their customary procedures for handling confidential information; provided, that the Agents may disclose -------- information which it may receive from the Borrower pursuant relating to this Agreement in confidence, except for disclosure to (i) legal counsel, accountants, Gold Sheets and other professional advisorssimilar bank ----------- trade publications, on a need-to-know basissuch information to consist of deal terms and other information customarily found in such publications and provided further, (ii) regulatory officials, (iii) as that -------- ------- the Agents and Lenders may disclose any such information to the extent such disclosure is required by law or regulation or requested by any regulatory authority or pursuant to subpoena or other legal process (including by subpoena) or in connection with any legal proceeding, and (iv) another financial institution in connection with a disposition the Lenders' enforcement of their rights or proposed disposition of any of its interests remedies hereunder or under any other Loan Document. Any Lender may, upon execution by such institution of an agreement in connection with any assignment, proposed assignment, participation or proposed participation pursuant to keep such information confidential this Section 14.10, disclose to the extent described in this Section 12.8(g). The Agents and Lenders assignee, participant, proposed assignee or proposed participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided, that prior to any such -------- disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree that with the breach of this Section 12.8(g), including Borrowers or such Lender to preserve the disclosure confidentiality of any confidential information relating to the Borrowers received from the Borrower pursuant to this Agreement, shall constitute a material breach such Lender. The provisions of this Agreement. Notwithstanding Section 14.10(g) shall not be applicable to any information which (iia) and is or becomes generally known to the public, (iiib) abovewas already known to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent or any Lender or was in such Person's possession prior to the event that disclosure of such information in connection with this Agreement (including, without limitation, the underwriting or other evaluation of the transactions contemplated hereby prior to the Closing Date) unless such information is subject to any other confidentiality agreement by such Person is requested pursuant toin favor of GTS or any Subsidiary or Affiliates thereof or (c) was disclosed to an Agent or a Lender by a third party, GTS or required by, Applicable Law any Subsidiary or Governmental Authority to disclose any such information, such Person will provide the Borrower with prompt notice of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with such Person with respect to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has Affiliate thereof not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such information, such Person may disclose such information pursuant known to such Applicable Law Agent or Governmental Authority, as the case may be, without Lender to be bound by a confidentiality agreement with any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.

Disclosure of Information; Confidentiality. The Agents Each of the Administrative Agent, the Issuing Lenders and each Lender agree the Lenders agrees to hold maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to 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 confidential information regulatory authority, (c) to the extent required by Applicable Laws or by any subpoena or similar legal process (in which it may receive from case the Borrower pursuant disclosing party shall use commercially reasonable efforts to promptly notify the Parent Borrower, in advance, to the extent practicable and not prohibited by Applicable Law), (d) to any other party to this Agreement Agreement, (e) in confidenceconnection with the exercise of any remedies under this Agreement, except for disclosure under any other Loan Document or under any Secured Hedge Agreement, Secured Cash Management Agreement, Secured Bilateral Letter of Credit Facility, the Secured Closing Date Bilateral Facility or Secured Bilateral Mexican Facility, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement, Secured Cash Management Agreement, Secured Bilateral Letter of Credit Facility, Secured Closing Date Bilateral Facility or Secured Bilateral Mexican Facility, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 13.8, (i) legal counselto any assignee of or participant in, accountantsor any prospective assignee of or participant in, and other professional advisorsany of its rights or obligations under this Agreement (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participant, in reliance on a need-to-know basis, this clause (f)) or (ii) regulatory officialsany actual or prospective party (or its Related Parties) to any swap, derivative or securitization transaction related to the obligations under this Agreement, (iiig) as required by law or legal process with the prior written consent of the Parent Borrower, (including by subpoenah) or in connection with any legal proceeding, and (iv) another financial institution in connection with a disposition or proposed disposition of any of its interests hereunder or under any Loan Document, upon execution by such institution of an agreement to keep such information confidential to the extent described in this Section 12.8(g). The Agents and Lenders agree that the such Information (i) becomes publicly available other than as a result of a breach of this Section 12.8(g)13.8 by the disclosing party or (ii) becomes available to the Administrative Agent, including the Issuing Lender or any Lender on a nonconfidential basis from a source other than the Credit Parties unless the Administrative Agent, the Issuing Lender or such Lender, as applicable, has actual knowledge that the disclosure of such Information by such source constituted a breach of an obligation of such source to maintain confidentiality of such Information, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information (customarily found in such publications) upon the Parent Borrower’s prior review and approval, (j) 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, (k) to the extent such information is independently developed by the Administrative Agent, the Issuing Lenders or the Lenders, so long as the Administrative Agent, the Issuing Lenders or the Lenders have not otherwise breached their confidentiality obligations hereunder and have not developed such information based on information received from a third party that to their knowledge has breached confidentiality obligations owing to the Credit Parties, (l) for purposes of establishing a “due diligence” defense or (m) on a confidential basis to any credit insurance provider relating to the Borrowers and their obligations. For the purposes of this Section 13.8, “Information” means all information received from the Borrower pursuant Credit Parties or any of their Subsidiaries relating to this Agreementthe Credit Parties or their business, shall constitute a material breach of this Agreement. Notwithstanding (ii) and (iii) above, in the event that other than any such information that is available to the Administrative Agent, the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Credit Parties. Any Person is requested pursuant to, or required by, Applicable Law or Governmental Authority to disclose any such information, maintain the confidentiality of Information as provided in this Section 13.8 shall be considered to have complied with its obligation to do so if such Person will provide has exercised the Borrower with prompt notice same degree of care to maintain the confidentiality of such request or requirement, unless prohibited by law or regulation, in order to enable the Borrower to seek an appropriate protective order or other remedy, or to consult with Information as such Person with respect would accord to the Borrower's taking steps to resist or narrow the scope of such request or legal process. If, in such event, the Borrower has not provided such Person with a protective order or other remedy in sufficient time, with such Person acting in good faith and otherwise in its sole discretion, for such Person to avoid unlawful nondisclosure of such own confidential information, such Person may disclose such information pursuant to such Applicable Law or Governmental Authority, as the case may be, without any recourse or remedy against such Person by the Borrower or any Affiliate of the Borrower, which the Borrower hereby expressly waives.