Common use of Disclosure of Information to Third Parties Clause in Contracts

Disclosure of Information to Third Parties. Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower that is conspicuously 77 designated by Borrower as confidential information. While other or different confidentiality procedures may be employed by Lender, the actual procedures employed by Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Lender to safeguard the confidentiality of Lender's own information that Lender generally considers to be confidential. Notwithstanding the foregoing, Lender may disclose any information concerning Borrower in Lender's possession from time to time (a) to permitted participants, transferees, assignees and investors (including prospective participants, transferees, assignees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Lender, and (d) to Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender and Borrower, and (g) to any other Person with respect to the public or non-confidential portions of any such information. Lender may also include operational and performance information and data relating to Borrower in compilations, reports and data bases assembled by Lender (or its Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysis; provided, however, that Lender may not thereby disclose to other Persons any information relating to Borrower in a manner that is attributable to Borrower unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower Borrowers that is conspicuously 77 designated by Borrower Borrowers as confidential information. While other or different confidentiality procedures may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of LenderAdministrative Agent's and Lenders' own information that Lender generally considers to be confidentialconfidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender Administrative Agent, Lenders, and BorrowerBorrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or its their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld). Notwithstanding the foregoing, Administrative Agent and Lenders agree to comply with applicable federal securities laws and regulations regarding dissemination, use and/or disclosure of non-public information.

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower Borrowers that is conspicuously 77 designated by Borrower Borrowers as confidential information. While other or different confidentiality procedures may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of LenderAdministrative Agent's and Lenders' own information that Lender generally considers to be confidentialconfidential information. Notwithstanding the foregoingforegxxxx, Xdministrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participantsparticipaxxx, transfereesxransferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountantsaccouxxxxxx, agents and investors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender Administrative Agent, Lenders, and BorrowerBorrowers, and (g) to any other Person with respect to the public or nonxx xxx publix xx xxx-confidential portions of any such information. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or its their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld). Notwithstanding the foregoing, Administrative Agent and Lenders agree to comply with applicable federal securities laws and regulations regarding dissemination, use and/or disclosure of non-public information.

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to this Agreement the Loan Documents concerning the performance, operations, assets, structure and business plans of Borrower that is conspicuously 77 designated by Borrower as confidential informationBorrowers and/or TALK.COM INC. While other or different confidentiality procedures may be employed max xx xxxloyed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of LenderAdministrative Agent's and Lenders' own information that Lender generally considers to be confidentialconfidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investorsinvestors who have an obligation to maintain the confidentiality of such information, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender Administrative Agent, Lenders, and BorrowerBorrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. If Administrative Agent or any Lender believes (in its reasonable determination) that it is required in the course of an administrative or judicial proceeding to disclose any such non-public information, then such Person (if practical and not prohibited by such administrative or judicial body or by applicable law) shall give such Borrower or Talk.com Inc. (as applicable) notice thereof so that it may seek x xxxxective order and/or may waive compliance with these confidentiality provisions. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or its their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to such Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower Borrowers that is conspicuously 77 designated by Borrower Borrowers as confidential information. While other or different confidentiality procedures may be employed by any Lender, the actual procedures employed by each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by such Lender to safeguard the confidentiality of Lender's Lenders’ own information that Lender generally considers to be confidentialconfidential information. Notwithstanding the foregoing, each Lender may disclose any information concerning Borrower in Parent, the Operating Sub or EXCXin such Lender's ’s possession from time to time (a) to permitted participants, transferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of such Lender, and (dc) to such Lender's ’s Affiliates, employees, legal counsel, appraisers, accountants, agents and investors, and (ed) to any Person pursuant to compulsory judicial process, and (fe) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender Lenders, and BorrowerBorrowers, and (gf) to any other Person with respect to the public or non-confidential portions of any such information. In addition, from time to time, each Lender (and their respective Affiliates) may disclose and publish in marketing presentations and marketing materials that they have extended credit to Borrowers and the general nature and structure of the Facilities (exclusive of pricing terms). Moreover, each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by such Lender (or its their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and other Persons; provided, however, that no Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Administrative Agent and each Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Administrative Agent or such Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower Borrowers that is conspicuously 77 designated by Borrower Borrowers as confidential information. While other or different confidentiality procedures may be employed by Administrative Agent or any Lender, the actual procedures employed by Administrative Agent and each Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Administrative Agent and such Lender to safeguard the confidentiality of LenderAdministrative Agent's and Lenders' own information that Lender generally considers to be confidentialconfidential information. Notwithstanding the foregoing, Administrative Agent and each Lender may disclose any information concerning any Borrower in Administrative Agent's or such Lender's possession from time to time (a) to permitted participants, transferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Administrative Agent or such Lender, and (d) to Administrative Agent's or such Lender's Affiliates, employees, legal counsel, appraisers, accountants, agents and investors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender Administrative Agent, Lenders, and BorrowerBorrowers, and (g) to any other Person with respect to the public or non-confidential portions of any such information. Moreover, Administrative Agent and each Lender (without any compensation, remuneration or notice to Borrowers) may also include operational and performance and structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by Administrative Agent or such Lender (or its their Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and other Persons; provided, however, that neither Administrative Agent nor any Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).

Disclosure of Information to Third Parties. Lender will employ reasonable procedures to treat as confidential all written, non-public information delivered to Lender pursuant to this Agreement concerning the performance, operations, assets, structure and business plans of Borrower Borrowers that is conspicuously 77 designated by Borrower Borrowers as confidential information. While other or different confidentiality procedures may be employed by Lender, the actual procedures employed by Lender for this purpose will be conclusively deemed to be reasonable if they are at least as protective of such information as the procedures generally employed by Lender to safeguard the confidentiality of Lender's ’s own information that Lender generally considers to be confidential. Notwithstanding the foregoing, Lender may disclose any information concerning any Borrower in Lender's ’s possession from time to time (a) to permitted participants, transferees, assignees assignees, pledgees and investors (including prospective participants, transferees, assignees assignees, pledgees and investors), but subject to a reasonable confidentiality agreement regarding any nonpublic non-public confidential information thereby disclosed, and (b) in response to credit inquiries consistent with general banking practices, and (c) to any federal or state regulator of Lender, and (d) to Lender's ’s Affiliates, employees, legal counsel, appraisers, accountants, agents and investors, and (e) to any Person pursuant to compulsory judicial process, and (f) to any judicial or arbitration forum in connection with enforcing the Loan Documents or defending any action based upon the Loan Documents or the relationship between Lender and any Borrower, and (g) to any other Person with respect to the public or non-confidential portions of any such information. Moreover, Lender (without any compensation, remuneration or notice to Borrowers) may also include operational operational, performance and performance structural information and data relating to Borrower Borrowers in compilations, reports and data bases assembled by Lender (or its Affiliates) and used to conduct, support, assist in and validate portfolio, industry and credit analysisresearch and analysis for itself and/or other Persons; provided, however, that Lender may not thereby disclose to other Persons any information relating to Borrower Borrowers in a manner that is attributable to Borrower Borrowers unless (1) such disclosure is permitted under the standards outlined above in this Section or (2) Borrower Borrowers otherwise separately consent thereto (which consent may not be unreasonably withheld).