Common use of Legal Compulsion to Disclose Clause in Contracts

Legal Compulsion to Disclose. In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will: (i) provide Wachovia and BTM, respectively, with prompt written notice so that Wachovia and BTM, respectively, may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion; and (ii) unless Wachovia and BTM, respectively, agree that such Program Information may be disclosed, make a timely objection to the request or confirmation to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in this Section 14.8. In the event that such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information. In the event any Seller Party is required to file a copy of this Agreement with the SEC or any other Governmental Authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority will give confidential treatment to this Agreement.

Legal Compulsion to Disclose. In Except as otherwise permitted by this Section 14.8, in the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will: (i) provide Wachovia and BTM, respectively, with prompt written notice so that Wachovia and BTM, respectively, may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion; and; (ii) unless Wachovia and BTM, respectively, agree agrees that such Program Information may be disclosed, make a timely objection to the request or confirmation to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in this Section 14.8; and (iii) upon the request of Wachovia, exercise such rights, if any, available to such party to assist Wachovia in seeking such protective order or other appropriate remedy to delay, prevent or limit such disclosure. In the event that such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree agrees that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s 's good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information. In the event any Seller Party is required to file a copy of this Agreement the Fee Letter with the SEC or any other Governmental Authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority governmental authority will give confidential treatment to this Agreement.

Legal Compulsion to Disclose. In Except as otherwise permitted by this Section 14.8, in the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will: (i) provide Wachovia and BTM, respectively, with prompt written notice so that Wachovia and BTM, respectively, may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion; and50 55 (ii) unless Wachovia and BTM, respectively, agree agrees that such Program Information may be disclosed, make a timely objection to the request or confirmation to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in this Section 14.8; and (iii) upon the request of Wachovia, exercise such rights, if any, available to such party to assist Wachovia in seeking such protective order or other appropriate remedy to delay, prevent or limit such disclosure. In the event that such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree agrees that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s 's good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information. In the event any Seller Party is required to file a copy of this Agreement the Fee Letter with the SEC or any other Governmental Authoritygovernmental authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority governmental authority will give confidential treatment to this Agreementthe Fee Letter.

Legal Compulsion to Disclose. In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will: (i) provide Wachovia and BTM, respectively, the Agent with prompt written notice so that Wachovia and BTM, respectively, the Agent may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion; and (ii) unless Wachovia and BTM, respectively, agree the Agent agrees that such Program Information may be disclosed, make a timely objection to the request or confirmation compulsion to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in this Section 14.8. In the event that such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree the Agent agrees that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s 's good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information. In the event any Seller Loan Party is required to file a copy of this Agreement the Program Information with the SEC or any other Governmental Authoritygovernmental authority, it will (A) provide Wachovia and BTM, respectively, the Agent with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority governmental authority will give confidential treatment to this Agreementthe Program Information.

Legal Compulsion to Disclose. In the event that If any party hereto (other than ---------------------------- the Transferor or anyone to whom such party Originator) or any of its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative 117 demand or similar process) to disclose any of the Program Confidential Information, such party will:will (or will cause its representative to): (iA) provide Wachovia and BTM, respectively, the Transferor or Originator with prompt written notice so that Wachovia and BTM, respectively, (x) the Transferor or the Originator may seek a protective order or other appropriate remedy and/orremedy, or (y) the Transferor or Originator may, if it so chooses, agree that such party (or its representatives) may disclose such Program Confidential Information pursuant to such request or legal compulsion; and (iiB) unless Wachovia and BTM, respectively, agree the Transferor or Originator agrees that such Program Confidential Information may be disclosed, make a timely objection to the request or confirmation compulsion to provide such Program Confidential Information on the basis that such Program Confidential Information is confidential and subject to the agreements contained in this Section 14.817.16. In the event that ------------- If such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree that such Program Information may be disclosedthe Transferor or Originator waives compliance with the provisions of this Section 17.16, such ------------- party will furnish only that portion of the Program Confidential Information which (in such party’s 's good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program afforded Confidential Information. In the event any Seller Party is required to file a copy of this Agreement with the SEC or any other Governmental Authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority will give confidential treatment to this Agreement.

Legal Compulsion to Disclose. In the event that any party or anyone to whom such a receiving party or its representatives transmits the Program Information is requested or becomes Associates become legally compelled (under applicable law, regulation or securities exchange listing agreement, or by interrogatoriesa competent governmental, administrative or regulatory and bank examiners requests for information authority or documentsin a proceeding before a court, subpoena, civil investigative demand arbitrator or similar process) administrative agency to disclose any portion of the Program InformationConfidential Information of a disclosing party, such that discussions or negotiations between the parties hereto are taking place, or any of the terms, conditions or other facts with respect to the transaction, including the status thereof, the receiving party will: (i) , and will direct its Associates to, provide Wachovia and BTM, respectively, the disclosing party with prompt written notice so that Wachovia (unless prohibited by law) of such legal compulsion, and BTMshall delay disclosure, respectivelyif and to the extent permitted or practicable, may until the disclosing party has had an opportunity to seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such or to waive compliance by the receiving party may disclose such Program Information pursuant to such request or legal compulsion; and (ii) unless Wachovia and BTM, respectively, agree that such Program Information may be disclosed, make a timely objection to and/or its Associates with the request or confirmation to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in relevant provisions of this Section 14.8Agreement. In the event that such a protective order or other remedy is not obtainedobtained in such a proceeding, or Wachovia the disclosing party fails to waive compliance with the relevant provisions of this Agreement, the receiving party agrees that it will, and BTMwill direct its Associates to, respectively, each agree that such Program Information may be disclosed, such party will furnish disclose only that portion Confidential Information of the Program Information disclosing party which (in such party’s good faith judgment) its counsel advises is legally required to be furnished disclosed and will exercise commercially reasonable efforts efforts, and will direct its Associates to exercise their commercially reasonable efforts, at the request and expense of the disclosing party, to cooperate with the disclosing party to obtain reliable assurance that confidential treatment will be accorded the Program InformationConfidential Information which is so disclosed. In the event any Seller Party is required The parties to file a copy of this Agreement with the acknowledge that MSGI is a public company, and therefore any disclosure made pursuant to a SEC or any other Governmental Authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority will give confidential treatment Requirement shall not be subject to this Agreement.Section G.

Legal Compulsion to Disclose. In the event that any party or anyone to whom such party or its representatives transmits the Program Information is requested or becomes legally compelled (by interrogatories, regulatory and bank examiners requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Program Information, such party will: (i) provide Wachovia and BTM, respectively, with prompt written notice so that Wachovia and BTM, respectively, may seek a protective order or other appropriate remedy and/or, if it so chooses, agree that such party may disclose such Program Information pursuant to such request or legal compulsion; and (ii) unless Wachovia and BTM, respectively, agree agrees that such Program Information may be disclosed, make a timely objection to the request or confirmation to provide such Program Information on the basis that such Program Information is confidential and subject to the agreements contained in this Section 14.8. In the event that such protective order or other remedy is not obtained, or Wachovia and BTM, respectively, each agree agrees that such Program Information may be disclosed, such party will furnish only that portion of the Program Information which (in such party’s 's good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Program Information. In the event any Seller Party is required to file a copy of this Agreement with the SEC or any other Governmental Authoritygovernmental authority, it will (A) provide Wachovia and BTM, respectively, with prompt written notice of such requirement and (B) exercise reasonable efforts to obtain reliable assurance that such Governmental Authority governmental authority will give confidential treatment to this Agreement; PROVIDED, HOWEVER, that this clause (B) shall not apply to the ordinary filing of material agreements with the SEC.