Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or Pledgor, except for (i) disclosure to Buyer’s, Pledgor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, other regulatory body or in connection with enforcement of rights and remedies hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transaction, any fact relevant to understanding the federal, state and local tax treatment of the Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor may not disclose the name of or identifying information with respect to Buyer or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction and is not relevant to understanding the federal, state and local tax treatment of the Transaction, without the prior written consent of Buyer. (b) Notwithstanding anything in this Agreement to the contrary, Pledgor shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer or any Affiliate of Buyer which Pledgor holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor. Pledgor shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor by Buyer or such Affiliate. Pledgor shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 4 contracts
Samples: Subordination, Acknowledgment and Pledge Agreement, Subordination, Acknowledgment and Pledge Agreement (Pennymac Financial Services, Inc.), Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates Affiliates, Subsidiaries and Subsidiariesparent companies and their respective directors, attorneys and accountants or accountantsfinancing sources (each a “Representative”, and collectively the “Representatives”) but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidencebe bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions or ethical duties of confidentiality, (ii) disclosure to any assignee, prospective assignee, participant or prospective participant which is not prohibited from being an assignee or participant and which agrees to be bound by the confidentiality provisions set forth herein or (iii) with prior written notice to Seller or Buyer, as the case may be (if feasible and if permitted by law), disclosure required by law, rule, regulation or order of a court, court or other regulatory body body, or at the request of any regulatory or self-regulatory authority (provided that no notice shall be required with respect to any disclosure to a regulatory or self-regulatory authority in connection with enforcement a routine exam or audit), or (iv) with prior (if feasible) written notice to Buyer, any disclosures or filing required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that in the case of rights and remedies hereunderclause (iv), Seller shall not file the Pricing Side Letter. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any specific commercial or pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purchase Price and any fees set forth in the Pricing Side Letter) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerBxxxx.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the XxxxxGxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Sxxxxx agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerBxxxx’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual. The term Confidential Information shall not include information which (A) was in either party’s or its Representatives’ possession prior to disclosure of such information by or on behalf of the other party, (B) becomes publicly available other than as a result of a breach of this Agreement by either party as applicable or its Representatives, (C) becomes or was available to a party or its Representatives on a non-confidential basis from a source other than the other party, or (D) was developed independently by a party or its Representatives without violating its obligations under this Agreement. The obligations of the parties under this Section shall terminate upon the occurrence of the Termination Date.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller and Pledgor Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer (at the written direction of the Administrative Agent), Seller or PledgorGuarantor, as applicable, except for (i) disclosure to Buyer’s, PledgorSeller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, but not limited to, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerBuyer (at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent provided directly to Pledgor Seller by Buyer or such Affiliatethe Administrative Agent or an Affiliate of the Administrative Agent. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the XxxxxGxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Sxxxxx agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerBxxxx’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage and the Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer Lender and Pledgor Agent or Borrower and Guarantor, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Lender, Borrower or PledgorGuarantor, as applicable, except for (i) disclosure to BuyerLender’s, PledgorBorrower’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Loan Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionLoan, any fact relevant to understanding the federal, state and local tax treatment of the TransactionLoan, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Borrower may not disclose the name of or identifying information with respect to Buyer Lender or any pricing terms (including, without limitation, the Interest Rate, Advance Rate, Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Loan and is not relevant to understanding the federal, state and local tax treatment of the TransactionLoan, without the prior written consent of BuyerLender.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Borrower shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Borrower understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor Borrower agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor Borrower shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer Lender or any Affiliate of Buyer Lender which Pledgor Borrower holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Borrower represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Borrower will provide evidence reasonably satisfactory to allow Buyer Lender to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include BuyerLender’s review of audits, summaries of test results, and other equivalent evaluations of PledgorBorrower. Pledgor Borrower shall notify Buyer Lender immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Lender or any Affiliate of Buyer Lender provided directly to Pledgor Borrower by Buyer Lender or such Affiliate. Pledgor Borrower shall provide such notice to Buyer Lender by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.), Loan and Security Agreement (Pennymac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer Lender and Pledgor Agent or Borrower, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Lender or PledgorBorrower, as applicable, except for (i) disclosure to Buyer’s, PledgorLender’s or Borrower’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Loan Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionLoan, any fact relevant to understanding the federal, state and local tax treatment of the TransactionLoan, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Borrower may not disclose the name of or identifying information with respect to Buyer Lender or any pricing terms (including, without limitation, the Interest Rate and Advance Rate) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Loan and is not relevant to understanding the federal, state and local tax treatment of the TransactionLoan, without the prior written consent of BuyerLender.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Borrower shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Borrower understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor Borrower agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor Borrower shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer Lender or any Affiliate of Buyer Lender which Pledgor Borrower holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Borrower represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Borrower will provide evidence reasonably satisfactory to allow Buyer Lender to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include BuyerLender’s review of audits, summaries of test results, and other equivalent evaluations of PledgorBorrower. Pledgor Borrower shall notify Buyer Lender immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Lender or any Affiliate of Buyer Lender provided directly to Pledgor Borrower by Buyer Lender or such Affiliate. Pledgor Borrower shall provide such notice to Buyer Lender by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pennymac Financial Services, Inc.), Loan and Security Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys attorneys, accountants, insurance consultants, insurers or accountantsfinancing sources, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to any assignee, prospective assignee, participant or prospective participant which is not prohibited from being an assignee or participant and which agrees to be bound by the confidentiality provisions set forth herein, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the XxxxxGxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Sxxxxx agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerBxxxx’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Buyers or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Required Buyers or PledgorSeller, except for (i) disclosure to Buyer’s, PledgorBuyers’ or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Buyers.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerAdministrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers provided directly to Pledgor Seller by Buyer Administrative Agent, Buyers or such Affiliateany Affiliate of Administrative Agent or Buyers. Pledgor Seller shall provide such notice to Buyer Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Buyers or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Required Buyers or PledgorSeller, except for (i) disclosure to Buyer’s, PledgorBuyers’ or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation Persons of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Buyers.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the XxxxxGxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerAdministrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers provided directly to Pledgor Seller by Buyer Administrative Agent, Buyers or such Affiliateany Affiliate of Administrative Agent or Buyers. Pledgor Seller shall provide such notice to Buyer Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.), Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer Lender and Pledgor and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Lender or Pledgor, except for (i) disclosure to BuyerLender’s, Pledgor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, other regulatory body or in connection with enforcement of rights and remedies hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Loan Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionLoan, any fact relevant to understanding the federal, state and local tax treatment of the TransactionLoan, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor may not disclose the name of or identifying information with respect to Buyer Lender or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Loan and is not relevant to understanding the federal, state and local tax treatment of the TransactionLoan, without the prior written consent of BuyerLender.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer Lender or any Affiliate of Buyer Lender which Pledgor holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor will provide evidence reasonably satisfactory to allow Buyer Lender to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include BuyerLender’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor. Pledgor shall notify Buyer Lender immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Lender or any Affiliate of Buyer Lender provided directly to Pledgor by Buyer Lender or such Affiliate. Pledgor shall provide such notice to Buyer Lender by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Security and Subordination Agreement (PennyMac Mortgage Investment Trust), Security and Subordination Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller and Pledgor Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Buyer, Seller or PledgorGuarantor, as applicable, except for (i) disclosure to Buyer’s, PledgorSeller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, but not limited to, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase PMH Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such an Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.), Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage and the Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Xxxxxx agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include BuyerXxxxx’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Joint Omnibus Assignment, Assumption and Amendment (loanDepot, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Buyers or Sellers, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Required Buyers or PledgorSellers, except for (i) disclosure to Buyer’s, Pledgor’s Buyers’ or Sellers’ direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Sellers may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Buyers.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Sellers shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Each of the Sellers understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxx Xxxxxx Act (the “GLB Act”), and Pledgor each of the Sellers agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Sellers shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor holdsSellers hold, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Each of the Sellers represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Sellers will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerAdministrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSellers. Pledgor Sellers shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers provided directly to Pledgor Sellers by Buyer Administrative Agent, Buyers or such Affiliateany Affiliate of Administrative Agent or Buyers. Pledgor Sellers shall provide such notice to Buyer Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, and shall be held by each party hereto, as applicable hereto in strict confidence and shall not be disclosed to any third party without the written consent of Buyer (at the written direction of the Administrative Agent) or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties LEGAL02/43438678v9 agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of the affected party (and in the case of the Buyer, at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Each party hereto understands that the Confidential Information may contain “nonpublic personal information”, ,” as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Each party hereto shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer each other party hereto and their Affiliates which Pledgor such party holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents Each party shall implement and warrants that it has implemented maintain appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor each party will provide evidence reasonably satisfactory to allow Buyer the other party to confirm that the providing party it has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor(in each case to the extent the party asked to disclose such information has the authority to do so). Pledgor Each party shall notify Buyer the other party immediately following discovery of any material breach or material compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the other party or any Affiliate of Buyer its Affiliates, to the extent such information was provided directly to Pledgor the notifying party by Buyer such affected party or such its Affiliate. Pledgor Each party experiencing such material breach or compromise shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individualother party.
(c) In addition, Seller may disclose the Confidential Information with prior written notice to Buyer (if feasible) in any disclosures or filings required under Securities and Exchange Commission or state securities’ laws; provided that Seller shall not file the Pricing Side Letter without Buyer’s prior written consent.
Appears in 1 contract
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Agent or Seller and Guarantor, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Buyer, Seller or PledgorGuarantor, as applicable, except for (i) disclosure to Buyer’s, PledgorSeller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including, without limitation, the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Buyers or Sellers, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Required Buyers or PledgorSellers, except for (i) disclosure to Buyer’s, Pledgor’s Buyers’ or Sellers’ direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Sellers may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee and any other fees set forth in any side letter related to this Agreement (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Xxxxxx.
(bk) Notwithstanding anything in this The Series 2017-VF1 Repurchase Agreement is hereby amended by deleting all references to the contraryXxxxxxx Xxxxxx, Pledgor shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4000) of the Xxxxx000-Xxxxx-Xxxxxx Act (the “Act”)0000, and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder xxxxxxx.xxxxxx@xxxxx.xxx and replacing them in accordance their entirety with the Act and other applicable federal and state privacy laws. Pledgor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer or any Affiliate of Buyer which Pledgor holdsXxxx Xxxxx, (b000) protect against any threats or hazards to the security and integrity of such nonpublic personal information000-0000, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant theretoxxxx.xxxxx@xxxxxxxx.xxx, as now or hereafter in effect. Upon request, Pledgor will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor. Pledgor shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor by Buyer or such Affiliate. Pledgor shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individualrespectively.
Appears in 1 contract
Samples: Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, and shall be held by each party hereto, as applicable hereto in strict confidence and shall not be disclosed to any third party without the written consent of Buyer (at the written direction of the Administrative Agent) or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of the affected party (and in the case of the Buyer, at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Each party hereto understands that the Confidential Information may contain “nonpublic personal information”, ,” as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Each party hereto shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer each other party hereto and their Affiliates which Pledgor such party holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents Each party shall implement and warrants that it has implemented maintain appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor each party will provide evidence reasonably satisfactory to allow Buyer the other party to confirm that the providing party it has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor(in each case to the extent the party asked to disclose such information has the authority to do so). Pledgor Each party shall notify Buyer the other party immediately following discovery of any material breach or material compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the other party or any Affiliate of Buyer its Affiliates, to the extent such information was provided directly to Pledgor the notifying party by Buyer such affected party or such its Affiliate. Pledgor Each party experiencing such material breach or compromise shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individualother party.
Appears in 1 contract
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Buyers or Sellers, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Required Buyers or PledgorSellers, except for (i) disclosure to Buyer’s, Pledgor’s Buyers’ or Sellers’ direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Sellers may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee and any other fees set forth in any side letter related to this Agreement (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Xxxxxx.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Sellers shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Each of the Sellers understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxx Xxxxxx Act (the “GLB Act”), and Pledgor each of the Sellers agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Sellers shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor holdsSellers hold, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Each of the Sellers represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Sellers will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerAdministrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSellers. Pledgor Sellers shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers provided directly to Pledgor Sellers by Buyer Administrative Agent, Buyers or such Affiliateany Affiliate of Administrative Agent or Buyers. Pledgor Sellers shall provide such notice to Buyer Administrative Agent by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price, the Commitment Fee or the Non-Extension Fee, if applicable) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage or the Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Xxxxxx agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include BuyerXxxxx’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Joint Omnibus Assignment, Assumption and Amendment (loanDepot, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or Pledgor, except for (i) disclosure to Buyer’s, Pledgor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, other regulatory body or in connection with enforcement of rights and remedies hereunder. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transaction, any fact relevant to understanding the federal, state and local tax treatment of the Transaction, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor may not disclose the name of or identifying information with respect to Buyer or any pricing terms or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction and is not relevant to understanding the federal, state and local tax treatment of the Transaction, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “Act”), and Pledgor agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the Act and other applicable federal and state privacy laws. Pledgor shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the Act) of Buyer or any Affiliate of Buyer which Pledgor holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgor. Pledgor shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor by Buyer or such Affiliate. Pledgor shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Subordination, Acknowledgment and Pledge Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to the Buyer and Pledgor or the Repo Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Buyer or Pledgorthe Repo Seller, except for (i) disclosure to the Buyer’s, Pledgor’s or the Repo Seller’s direct and indirect Affiliates and Subsidiarieswholly owned subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to each Agency, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor the Repo Seller may not disclose the name of or identifying information with respect to the Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price and the Structuring Fee) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of the Buyer.
(b) The Buyer agrees to maintain the confidentiality of all information received from the Repo Seller relating to the Repo Seller or its Subsidiaries or their respective businesses (the “Information”), except that Information may be disclosed: (i) to its Affiliates (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including each Agency or any self-regulatory authority); (iii) to the extent required by any Applicable Law or regulations or by any subpoena, court order or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other Program Agreements or the Agency Agreements or any suit, action or proceeding relating to this Agreement, any other Program Agreements or the Agency Agreements or the enforcement of its rights hereunder or thereunder; (v) to (x) any actual or potential assignee, transferee or participant in connection with the assignment or transfer by the Buyer of any loans or any participations therein or (y) any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Repo Seller or any Subsidiary or any of their respective obligations, this Agreement or payments hereunder; provided that, any such potential assignee, transferee, participant, swap counterparty or advisor is advised of, and agrees in writing to be bound by, the provisions of this Section; (vi) with the consent of the Repo Seller; or (vii) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or (y) is available to the Buyer on a non-confidential basis prior to disclosure by the Repo Seller or any of its Subsidiaries, or (z) becomes available to the Buyer or any of its Affiliates on a non-confidential basis from a source other than the Repo Seller.
(c) Notwithstanding anything in this Agreement to the contrary, Pledgor the Repo Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor The Repo Seller understands that the Confidential Information may contain “nonpublic personal information”, ,” as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor the Repo Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor The Repo Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent which Pledgor the Repo Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor The Repo Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor the Repo Seller will provide evidence reasonably satisfactory to allow the Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include the Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgorthe Repo Seller. Pledgor Tthe Repo Seller shall notify the Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent provided directly to Pledgor the Repo Seller by the Buyer or such Affiliatethe Administrative Agent or an Affiliate of the Administrative Agent. Pledgor The Repo Seller shall provide such notice to the Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
(d) Notwithstanding anything in this Agreement to the contrary, to the extent the terms and provisions of this Section 10.11, conflict with the terms and provisions of an Agency Agreement, the terms and provisions of such Agency Agreement shall control. Xxxxxxx Mac shall be an express and intended third party beneficiary of this Section 10.11(d), and shall be entitled to rely upon this Section 10.11(d) in all respects. This Section 10.11(d) shall not be amended or modified without the express written consent of each Agency.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer or Seller and Pledgor Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer Buyer, Seller or PledgorGuarantor, as applicable, except for (i) disclosure to Buyer’s, PledgorSeller’s or Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase PMH Documents, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such an Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee (if any)) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price or the Commitment Fee) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Administrative Agent, Buyers or Seller Parties, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorAdministrative Agent, Buyers and PMC, except for (i) disclosure to BuyerAdministrative Agent’s, PledgorBuyer’s or any Seller Party’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation Persons of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller Parties may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Buyers.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor each Seller Party shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands Seller Parties understand that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor each Seller Party agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Each Seller Party shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor any Seller Party holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Each Seller Party represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller Parties will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include BuyerAdministrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller Parties. Pledgor Seller Parties shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Administrative Agent or any Buyer or any Affiliate of Administrative Agent or any Buyer provided directly to Pledgor any Seller Party by Administrative Agent or such Buyer or such Affiliate. Pledgor Seller Parties shall provide such notice to Administrative Agent or such Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor Administrative Agent, Buyers or Seller Parties, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorAdministrative Agent, Buyers and PMC, except for (i) disclosure to BuyerAdministrative Agent’s, PledgorBuyer’s or any Seller Party’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation Persons of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller Parties may not disclose the name of or identifying information with respect to Buyer Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of BuyerAdministrative Agent and Buyers.
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor each Seller Party shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor understands Seller Parties understand that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor each Seller Party agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Each Seller Party shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer Administrative Agent, Buyers or any Affiliate of Buyer Administrative Agent or Buyers which Pledgor any Seller Party holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Each Seller Party represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller Parties will provide evidence reasonably satisfactory to allow Buyer Administrative Agent to confirm that the providing party has satisfied its obligations as required under this sectionSection 11.11. Without limitation, this may include Buyer-77- Administrative Agent’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller Parties. Pledgor Seller Parties shall notify Buyer Administrative Agent and Buyers immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Administrative Agent or any Buyer or any Affiliate of Administrative Agent or any Buyer provided directly to Pledgor any Seller Party by Administrative Agent or such Buyer or such Affiliate. Pledgor Seller Parties shall provide such notice to Administrative Agent or such Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer the Buyers or the Sellers and Pledgor the Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer the Buyers (at the written direction of the Administrative Agent), the Sellers or Pledgorthe Guarantor, as applicable, except for (i) disclosure to Buyer’sthe Buyers’, Pledgorthe Sellers’ or the Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor the Sellers may not disclose the name of or identifying information with respect to Buyer the Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyerthe Buyers (at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor each Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Each Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor each Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Each Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer the Buyers, the Administrative Agent or any Affiliate of Buyer the Administrative Agent which Pledgor such Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Each Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor each Seller will provide evidence reasonably satisfactory to allow Buyer the Buyers to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include Buyer’s the Buyers’ review of audits, summaries of test results, and other equivalent evaluations of Pledgorsuch Seller. Pledgor Each Seller shall notify Buyer immediately the Buyers promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the Buyers, the Administrative Agent or any Affiliate of Buyer the Administrative Agent provided directly to Pledgor such Seller by Buyer the Buyers or such Affiliatethe Administrative Agent or an Affiliate of the Administrative Agent. Pledgor Each Seller shall provide such notice to Buyer the Buyers by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to the Buyer or the Seller and Pledgor the Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Buyer (at the written direction of the Administrative Agent), the Seller or Pledgorthe Guarantor, as applicable, except for (i) disclosure to the Buyer’s, Pledgorthe Seller’s or the Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor the Seller may not disclose the name of or identifying information with respect to the Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyerthe Buyer (at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor the Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor The Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor the Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor The Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent which Pledgor the Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor The Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor the Seller will provide evidence reasonably satisfactory to allow the Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include the Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgorthe Seller. Pledgor The Seller shall notify the Buyer immediately promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent provided directly to Pledgor the Seller by the Buyer or such Affiliatethe Administrative Agent or an Affiliate of the Administrative Agent. Pledgor The Seller shall provide such notice to the Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and Pledgor or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of Buyer or PledgorSeller, except for (i) disclosure to Buyer’s, Pledgor’s or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor Seller may not disclose the name of or identifying information with respect to Buyer or any pricing terms (including the Pricing Rate, the Purchase Price Percentage, the Purchase Price, the Commitment Fee or the Non-Extension Fee, if applicable) or other nonpublic business or financial information (including any sublimits and financial covenantssublimits) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyer.
(b) The Buyer agrees to maintain the confidentiality of all information received from the Seller relating to the Seller or its Subsidiaries or their respective businesses (the “Information”), except that Information may be disclosed: (i) to its Affiliates (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); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person (including any self-regulatory authority); (iii) to the extent required by any applicable law or regulations or by any subpoena, court order or similar legal process; (iv) in connection with the exercise of any remedies hereunder or under any other Program Agreements or any suit, action or proceeding relating to this Agreement or any other Program Agreements or the enforcement of its rights hereunder or thereunder; (v) to (x) any actual or potential assignee, transferee or participant in connection with the assignment or transfer by the Buyer of any loans or any participations therein or (y) any actual or prospective party to any swap, derivative or other transaction under which payments are to be made by reference to the Seller or any Subsidiary or any of their respective obligations, this Agreement or payments hereunder; provided that, any such potential assignee, transferee, participant, swap counterparty or advisor is advised of, and agrees in writing to be bound by, the provisions of this Section; (vi) with the consent of the Seller; or (vii) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or (y) is available to the Buyer on a non-confidential basis prior to disclosure by the Seller or any of its Subsidiaries, or (z) becomes available to the Buyer or any of its Affiliates on a non-confidential basis from a source other than the Seller.
(c) Notwithstanding anything in this Agreement to the contrary, Pledgor Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer or any Affiliate of Buyer which Pledgor Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor Seller will provide evidence reasonably satisfactory to allow Buyer to confirm that the providing party has satisfied its obligations as required under this sectionSection 10.11. Without limitation, this may include Buyer’s review of audits, summaries of test results, and other equivalent evaluations of PledgorSeller. Pledgor Seller shall notify Buyer immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer or any Affiliate of Buyer provided directly to Pledgor Seller by Buyer or such Affiliate. Pledgor Seller shall provide such notice to Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (Caliber Home Loans, Inc.)
Non-Confidentiality of Tax Treatment. (a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to the Buyer or the Seller and Pledgor the Guarantor, as applicable, and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Buyer (at the written direction of the Administrative Agent), the Seller or Pledgorthe Guarantor, as applicable, except for (i) disclosure to the Buyer’s, Pledgorthe Seller’s or the Guarantor’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, (ii) disclosure to the parties to the Indenture, including, noteholders and investors related thereto, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (iiiii) disclosure required by law, rule, regulation or order of a court, court or other regulatory body or in connection with enforcement of rights and remedies hereunderbody. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Repurchase DocumentsProgram Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the TransactionTransactions, any fact relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Pledgor the Seller may not disclose the name of or identifying information with respect to the Buyer or any pricing terms (including the Pricing Rate, Purchase Price Percentage and Purchase Price) or other nonpublic business or financial information (including any sublimits and financial covenants) that is unrelated to the federal, state and local tax treatment of the Transaction Transactions and is not relevant to understanding the federal, state and local tax treatment of the TransactionTransactions, without the prior written consent of Buyerthe Buyer (at the written direction of the Administrative Agent).
(b) Notwithstanding anything in this Agreement to the contrary, Pledgor the Seller shall comply with all applicable local, state and federal laws, including, without limitation, including all privacy and data protection law, rules and regulations that are applicable to the Collateral Repurchase Assets and/or any applicable terms of this Agreement (the “Confidential Information”). Pledgor The Seller understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Xxxxx-Xxxxx-Xxxxxx Act (the “GLB Act”), and Pledgor the Seller agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. Pledgor The Seller shall implement such physical and other security measures as shall be necessary to (a) ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent which Pledgor the Seller holds, (b) protect against any threats or hazards to the security and integrity of such nonpublic personal information, and (c) protect against any unauthorized access to or use of such nonpublic personal information. Pledgor The Seller represents and warrants that it has implemented appropriate measures to meet the objectives of Section 501(b) of the GLB Act and of the applicable standards adopted pursuant thereto, as now or hereafter in effect. Upon request, Pledgor the Seller will provide evidence reasonably satisfactory to allow the Buyer to confirm that the providing party has satisfied its obligations as required under this section. Without limitation, this may include the Buyer’s review of audits, summaries of test results, and other equivalent evaluations of Pledgorthe Seller. Pledgor The Seller shall notify the Buyer immediately promptly following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of Buyer the Buyer, the Administrative Agent or any Affiliate of Buyer the Administrative Agent provided directly to Pledgor the Seller by the Buyer or such Affiliatethe Administrative Agent or an Affiliate of the Administrative Agent. Pledgor The Seller shall provide such notice to the Buyer by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
Appears in 1 contract
Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)