Common use of Publicity and Confidentiality Clause in Contracts

Publicity and Confidentiality. Each Stockholder agrees that Confidential Information has been and will be made available to it in connection with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Company, in whole or in part, Confidential Information, without the prior written consent of the Company; provided that, (i) Confidential Information may be disclosed if required by applicable law or any governmental authority, and (ii) each Stockholder may disclose Confidential Information to its partners (general or limited), members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, provided that such source is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the parties.

Publicity and Confidentiality. Each Stockholder (a) The Borrower agrees, and agrees that Confidential Information has been and will be made available to it in connection with cause each of its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Company, in whole or in part, Confidential Information, without the prior written consent of the Company; provided thatrespective Affiliates, (i) Confidential not to transmit or disclose provision of any Transaction Document to any Person (other than to each of their advisors, attorneys, accountants, equity holders and officers on a need-to-know basis) without the Administrative Agent’s prior written consent (acting at the direction of the Requisite Lenders) or as otherwise required by Applicable Law (provided, that if the Borrower is required to disclose by Applicable Law, the Borrower shall promptly notify the Administrative Agent in writing of such disclosure to the extent permitted by Applicable Law), (ii) to inform all Persons of the confidential nature of the Transaction Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions. The Borrower agrees to submit to the Administrative Agent and the Administrative Agent reserves the right to review and approve all materials that the Borrower or any of its respective Affiliates prepare that contain the Administrative Agent’s name or describe or refer to any Transaction Document, any of the terms thereof or any of the transactions contemplated thereby, unless prohibited by Applicable Law. The Borrower shall not, nor shall it permit any of its Affiliates to, use the Administrative Agent’s name (or the name of any of the Administrative Agent’s Affiliates) in connection with any of its business operations, including without limitation, advertising, marketing or press releases or such other similar purposes, without the Administrative Agent’s prior written consent. Nothing contained in any Transaction Document is intended to permit or authorize the Borrower or any of its respective Affiliates to contract on behalf of the Administrative Agent or any Lender. (b) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed if (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors, including any numbering, administration or settlement service providers who need to know such information in connection with this Agreement (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 (provided that the Administrative Agent and the Lenders, as applicable, shall be responsible for such Persons’ compliance with this Section 12.10(b)), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners) having jurisdiction, as applicable, over the Administrative Agent or the Lenders (in which case such Persons agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure and to use commercially reasonable efforts to ensure that any such information disclosed is accorded confidential treatment), (c) to the extent required by applicable law laws or regulations or by any subpoena or similar compulsory legal process (in which case such Persons agree (except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to disclosure and to use commercially reasonable efforts to ensure that any such information disclosed is accorded confidential treatment), (d) in connection with the exercise of any remedies hereunder or under the other Transaction Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 12.10(b), to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Transaction Documents or (ii) each Stockholder may disclose Confidential Information to its partners any actual or prospective counterparty (general or limited), members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds advisors) to any swap or derivative transaction relating to the Borrower or any of its respective obligations, (collectivelyf) with the consent of the Borrower, or (g) to any other party to this Agreement. For the purposes of this Section, “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any shall mean all information received by the Stockholder concerning the Company Administrative Agent or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a StockholderLender, as a result of a disclosure by such Stockholderapplicable, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, provided that such source is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company Borrower and related to the Borrower or its Representatives, provided that respective business. Each of the source of such information is not known, after due inquiry, to such Stockholder Administrative Agent and the Lenders agrees to be bound fully responsible for any breach of this Section 12.10(b) by any officer, director, employee or agent, including accountants, legal counsel and other advisors, of it or its Affiliates that has not entered into a separate written confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality Borrower in form and substance satisfactory to the Company or any other person with respect to any of such information. It is understood Borrower and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of having substantially the same requirements as this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the parties12.10(b).

Publicity and Confidentiality. Each Stockholder agrees that Confidential Information has been (a) Borrowers agree, and will be made available agree to it in connection with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Company, in whole or in part, Confidential Information, without the prior written consent cause each of the Company; provided thattheir Affiliates, (i) not to transmit or disclose provisions of any Loan Document to any Person (other than to Borrowers’ advisors, officers on a need-to-know basis or as otherwise may be required by law) without Lender’s prior written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions. Borrowers agree to submit to Lender and Lender reserves the right to review and approve all materials that Borrowers or any of their Affiliates prepares that contain Lender’s name or describe or refer to any Loan Document, any of the terms thereof or any of the transactions contemplated by any Loan Document. Borrowers shall not, and shall not permit any of their Affiliates to, use Lender’s name (or the name of any of Lender’s Affiliates) in connection with any of its business operations, including advertising, marketing or press releases or such other similar purposes, without Lender’s prior written consent. Nothing contained in any Loan Document is intended to permit or authorize Borrowers or any of their Affiliates to contract on behalf of Lender. (b) Lender shall exercise commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all written non-public information of a Loan Party that any Loan Party furnishes on a confidential basis (“Confidential Information”), other than any such Confidential Information may that becomes generally available to the public or becomes available to Lender from a source other than a Loan Party and that is not known to such recipient to be disclosed if subject to confidentiality obligations; provided, that Lender and its Affiliates shall have the right to disclose Confidential Information to: (i) any Loan Party or its Affiliates; (ii) such Person’s Affiliates; (iii) such Person’s or such Person’s Affiliates’ lenders, funding or financing sources; (iv) such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, professional consultants, portfolio management services and rating agencies; (v) any Person to whom Lender offers or proposes to offer to sell, assign or transfer any Loan or any part thereof or any interest or participation in the Loan; (vi) any Person that provides statistical analysis and/or information services to Lender or its Affiliates; (vii) any Governmental Authority to which Lender is subject at the request or pursuant to any requirement of such Governmental Authority, or in connection with an examination of Lender by any such Governmental Authority; and (viii) any Person (A) to the extent required by applicable law law, (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any governmental authoritylitigation, or (D) in connection with the actual or potential exercise or enforcement of any right or remedy under any Loan Document. (c) Notwithstanding any provision of any Loan Document, Lender and its Affiliates may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes, and (ii) each Stockholder may disclose Confidential Information to its partners (general or limited)use any Loan Party’s name, members, advisors, employees, agents, accountants, attorneys, agents, representatives logo or other Persons who have expressed a bona fide interest indicia germane to such party in becoming partners connection with such advertising, marketing or members in or Transferees other similar purposes. (d) The obligations of such Stockholder Lender and its Affiliates under this Section 12.10 shall supersede and replace any other confidentiality obligations agreed to by Lender or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, provided that such source is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the partiesAffiliates.

Publicity and Confidentiality. Each Stockholder agrees that A. No information relating to this Contract shall be released by either Party to any newspaper, magazine, journal or other written, oral or visual medium without the prior written approval of an authorized representative of the other Party; provided that, subject to Article 20 (Safeguarding of Information and Technology) and the following Article, this Article shall not restrict either Party from (i) responding to customary press inquiries or otherwise making public or private statements in the normal course of business, so long as consistent with a mutually agreed press-release, (ii) assisting in the obtaining of financing in accordance with Article 37(C), including the publication of a financial tombstone, or (iii) complying with its reporting requirements under federal securities laws. B. This Contract and any non-public information, written or oral, with respect to this Contract, "Confidential Information has been and Information", will be made available to it in connection with its interest in the Company. Each Stockholder agrees kept confidential and shall not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Companybe disclosed, in whole or in part, to any person other than affiliates, officers, directors, employees, agents or representatives of a Party (collectively, "Representatives") who need to know such Confidential Information, without Information for the prior written consent purpose of negotiating and executing this Contract. Each Party agrees to inform each of its Representatives of the Company; provided thatnon-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Article. Nothing herein shall prevent a Party from disclosing Confidential Information (a) upon the order of any court or administrative agency, (ib) Confidential Information may be disclosed if upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (c) to the extent reasonably required by applicable law in connection with the exercise of any remedy hereunder, (d) to a Party's legal counsel or any governmental authorityindependent auditors, (e) prospective lenders to the Purchaser or Purchaser's parent or affiliate companies, and (iif) each Stockholder may disclose Confidential Information to its partners (general any actual or limited)proposed assignee, membersper exception to non-assignability clause, advisors, employees, agents, accountants, attorneys, agents, representatives of all or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any part of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, rights hereunder provided that such source is not known, after due inquiry, to such Stockholder actual or proposed assignee agrees in writing to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach provisions of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the partiesArticle.

Publicity and Confidentiality. Each Stockholder agrees that Confidential Information has been The Echo Parties, the Connect Parties and will be made available each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to it the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose therewith (other than in connection with such Stockholder’s as may be necessary to monitor, increase or decrease its investment in the Company, in whole or in part, Confidential Information, ) without the prior written consent of the CompanySponsors (not to be unreasonably withheld); provided thatprovided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) Confidential Information may be disclosed if required by applicable law or any governmental authorityas has become generally available to the public, and (ii) each Stockholder may disclose Confidential Information to its partners employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Company, and agree to keep it confidential, (general iii) to the extent required in order to comply with reporting obligations to its direct or limited)indirect partners, members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming partners limited partners, members or members in or Transferees other equity holders of such Stockholder a Party hereto or its related investment funds (collectivelyfunds, the “Representatives”), so long as such Representatives agree in writing each case who have agreed to keep such information confidential. “Confidential Information” means , (v) to the extent necessary in order to comply with any information concerning this Agreement law, order, regulation, ruling or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiariesstock exchange rules applicable to such Party, (vi) as may be required in connection with a registered offering, including but not limited any disclosure contemplated under the Registration Rights Agreement and/or (vii) in response to their respective businessany summons or subpoena or in connection with any litigation, operations or financial positionit being agreed that, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) unless such information that was or becomes has been generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder public, if such information is being requested pursuant to a summons or subpoena or a Representative discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give Echo Connect notice of such Stockholder on request and shall cooperate with Echo Connect at Echo Connect’s request so that Echo Connect may, at its cost and in its discretion, seek a non-confidential basis from a source protective order or other than appropriate remedy, if available, and (y) in the Company, provided event that such source protective order is not knownobtained (or sought by Echo Connect after notice), after due inquirysuch Party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such Stockholder confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 7.4 shall be deemed to restrict any Stockholder’s ability to Table of Contents monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by a the confidentiality agreement with provisions of the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person LLC Agreement with respect to any confidential information of the Company, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement, than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and (b) that each other Party may develop or receive from third parties information that is the same as or similar to the confidential information of Echo Connect or the Company, and that nothing in this Agreement restricts or prohibits any Party (by itself or through a third party) from developing, receiving or disclosing such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof products, services, concepts, ideas, systems or (iv) information techniques that was already are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the Stockholder’s possession on a non-confidential basis prior to information of Echo Connect or the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the partiesCompany.

Publicity and Confidentiality. Each Stockholder agrees that (a) Confidential Information has been and will be made available to it in connection with its interest in the Company. Each Stockholder agrees ----------------------------- kept confidential and shall not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Companybe disclosed, in whole or in part, to any person other than affiliates, officers, directors, employees, agents or representatives of a Party (collectively, "Representatives") who need to know such Confidential Information--------------- Information for the purpose of negotiating, without executing and implementing this Agreement and the prior written consent transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the Company; provided that, non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) Confidential Information may be disclosed if required by applicable law upon the order of any court or any governmental authority, and (ii) each Stockholder may disclose Confidential Information to its partners (general or limited), members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03administrative agency, (ii) information that was as required by law or becomes available upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the Stockholder extent reasonably required in connection with the exercise of any remedy hereunder, (iv) to a Party's legal counsel or independent auditors, (v) to prospective lenders to a Representative Party, (vi) to any actual or proposed permitted assignee of such Stockholder on a non-confidential basis from a source other than the Company, all or part of its rights hereunder provided that such source is not known, after due inquiry, to such Stockholder actual or proposed assignee agrees in writing to be bound by the provisions of this Section. Notwithstanding the foregoing, in the event that a confidentiality agreement Party intends to disclose any Confidential Information pursuant to clause (i) or (ii) of the preceding sentence, such Party agrees to (x) provide the other Party with the Company prompt notice before such disclosure in order that such Party may attempt to obtain a protective order or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of assurance that confidential treatment will be accorded such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information and (y) cooperate with such Party in attempting to obtain such order or any derivative thereof assurance. Each Party agrees that it will maintain all confidential information described to it in strict confidence and will take all reasonable measures to maintain the confidentiality of all such confidential information in its possession or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03control, but in no event less than the measures it uses to maintain the confidentiality of its own information of similar importance. (b) The Parties will be in addition to all other remedies available at law or equity to the partiesagree upon a mutually satisfactory press release describing this Agreement.

Publicity and Confidentiality. Each Stockholder agrees that (a) Confidential Information has been will ----------------------------- be kept confidential and will shall not be made available to it in connection with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Companydisclosed, in whole or in part, to any person other than affiliates, officers, directors, employees, agents or representatives of a party or a Party's legal counsel or independent auditors, or prospective lenders to either Party (collectively, "Representatives") who need to know such Confidential InformationInformation for the purpose of negotiating, without executing and implementing this Agreement and the prior written consent transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the Company; provided that, non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) Confidential Information may be disclosed if required by applicable law upon the order of any court or any governmental authority, and (ii) each Stockholder may disclose Confidential Information to its partners (general or limited), members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03administrative agency, (ii) information that was as required by law or becomes available upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the Stockholder extent reasonably required in connection with the exercise of any remedy hereunder, and/or (iv) to any actual or a Representative proposed permitted assignee of such Stockholder on a non-confidential basis from a source other than the Company, all or part of its rights hereunder provided that such source is not known, after due inquiry, to such Stockholder actual or proposed assignee agrees in writing to be bound by the provisions of this Section. Notwithstanding the foregoing, in the event that either Party intends to disclose any Confidential Information pursuant to clause (i) or (ii) of the preceding sentence, such Party agrees to (x) provide the other Party with prompt notice before such disclosure in order that such Party may attempt to obtain a confidentiality agreement with the Company protective order or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of assurance that confidential treatment will be accorded such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information and (y) cooperate with such Party in attempting to obtain such order or any derivative thereof assurance. Each Party agrees that it will maintain all Confidential Information disclosed to it in strict confidence and will take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03control, but in no event less than the measures it uses to maintain the confidentiality of its own information of similar importance. (b) The Parties will be in addition to all other remedies available at law or equity to the partiesagree upon a mutually satisfactory press release describing this Agreement.

Publicity and Confidentiality. Each Stockholder agrees (a) Holder shall maintain in confidence, in accordance with its customary procedures for handling confidential information, all written non-public information of Borrower that Borrower furnishes on a confidential basis (“Confidential Information”), other than any such Confidential Information has been and will be made that becomes generally available to it in connection with its interest in the Company. Each Stockholder agrees not public or becomes available to divulge or communicate to any Holder from a third party, or use for any purpose source other than in connection with Borrower that is not known to such Stockholder’s investment in recipient to be subject to confidentiality obligations; provided, that Holder shall have the Company, in whole or in part, right to disclose Confidential Information, without the prior written consent of the Company; provided that, Information to: (i) Confidential Information may be disclosed if required by applicable law Borrower or any governmental authority, and its Affiliates; (ii) each Stockholder may disclose Confidential Information to its partners Holder’s Affiliates; (general iii) Holder’s or limited)Hxxxxx’s Affiliates’ lenders, funding or financing sources; (iv) such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, advisorsmanagers, employees, agents, accountantsadvisors, representatives, attorneys, agentsequity owners, representatives or other professional consultants, portfolio management services and rating agencies, provided that such Persons who have expressed a bona fide interest in becoming partners or members in or Transferees are informed of such Stockholder or its related investment funds (collectivelythe confidential nature of the information, the “Representatives”), so long as such Representatives and agree in writing to keep such information confidential. “Confidential Information” means confidential and are subject to confidentiality obligations with regard to the receipt of and use of such confidential information not substantially less than the obligations set forth herein; (v) to the extent permitted pursuant to this Agreement, any Person to whom Hxxxxx offers or proposes to offer to sell, assign or transfer the Note or any part thereof or any interest or participation therein, provided that such Persons are informed of the confidential nature of the information, and agree to keep such information concerning confidential and are subject to confidentiality obligations with regard to the receipt of and use of such confidential information not substantially less than the obligations set forth herein; (vi) any Person that provides statistical analysis and/or information services to a Holder or any of their respective Affiliates, provided that such Persons are informed of the confidential nature of the information, and agree to keep such information confidential and are subject to confidentiality obligations with regard to the receipt of and use of such confidential information not substantially less than the obligations set forth herein; (vii) any Governmental Authority to which Holder is subject at the request or pursuant to any requirement of such Governmental Authority, or in connection with an examination of Holder by any such Governmental Authority; (viii) any Person (A) to the extent required by law, (B) in response to any subpoena or other legal process or informal investigative demand, (C) in connection with any litigation, or (D) in connection with the actual or potential exercise or enforcement of any right or remedy under any Loan Document, provided, that unless specifically prohibited by applicable law or court order, Holder shall make reasonable efforts to notify Borrower of any request by any Governmental Authority or representative thereof; and (ix) Notwithstanding anything to the contrary, in no event will the provisions of this Agreement or the transactions contemplated hereby and section apply to any information received by Mxxxxxx X. Xxxxxxx in his capacity as a director of the Stockholder concerning Company, it being understood and acknowledged that he owes general fiduciary duties and confidentiality obligations to the Company that arise from his position as a director of the Company. (b) The obligations of Holder and its respective Affiliates under this Section 9.14 shall supersede and replace any other confidentiality obligations agreed to by Holder or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available to the Stockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, provided that such source is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the partiesAffiliates.

Publicity and Confidentiality. Each Stockholder agrees that (a) Confidential Information has been and will be made available to it in connection with its interest in the Company. Each Stockholder agrees ----------------------------- kept confidential and shall not to divulge or communicate to a third party, or use for any purpose other than in connection with such Stockholder’s investment in the Companybe disclosed, in whole or in part, to any person other than affiliates, officers, directors, employees, agents or representatives of a party or a Party's legal counsel or independent auditors, or prospective lenders to either Party (collectively, "Representatives") who need to know such Confidential InformationInformation for the purpose of negotiating, without executing and implementing this Agreement and the prior written consent transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the Company; provided that, non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) Confidential Information may be disclosed if required by applicable law upon the order of any court or any governmental authority, and (ii) each Stockholder may disclose Confidential Information to its partners (general or limited), members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons who have expressed a bona fide interest in becoming partners or members in or Transferees of such Stockholder or its related investment funds (collectively, the “Representatives”), so long as such Representatives agree in writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03administrative agency, (ii) information that was as required by law or becomes available upon the request or demand of, or pursuant to any regulation of, any regulatory agency or authority, (iii) to the Stockholder extent reasonably required in connection with the exercise of any remedy hereunder, and/or (iv) to any actual or a Representative proposed permitted assignee of such Stockholder on a non-confidential basis from a source other than the Company, all or part of its rights hereunder provided that such source is not known, after due inquiry, to such Stockholder actual or proposed assignee agrees in writing to be bound by the provisions of this Section. Notwithstanding the foregoing, in the event that either Party intends to disclose any Confidential Information pursuant to clause (i) or (ii) of the preceding sentence, such Party agrees to (x) provide the other Party with prompt notice before such disclosure in order that such Party may attempt to obtain a confidentiality agreement with the Company protective order or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of assurance that confidential treatment will be accorded such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information and (y) cooperate with such Party in attempting to obtain such order or any derivative thereof assurance. Each Party agrees that it will maintain all Confidential Information disclosed to it in strict confidence and will take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03control, but in no event less than the measures it uses to maintain the confidentiality of its own information of similar importance. (b) The Parties will be in addition to all other remedies available at law or equity to the partiesagree upon a mutually satisfactory press release describing this Agreement.

Publicity and Confidentiality. Each Stockholder agrees that Confidential Information has been and will be made available MCK shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to it Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose therewith (other than in connection with such Stockholder’s as may be necessary to monitor, increase or decrease its investment in the Company, in whole or in part, Confidential Information, ) without the prior written consent of the CompanySponsors (not to be unreasonably withheld); provided thatprovided, that such Stockholder or MCK may disclose any such information (i) Confidential Information may be disclosed if required by applicable law or any governmental authorityas has become generally available to the public, and (ii) each Stockholder may disclose Confidential Information to its partners employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Company, and agree to keep it confidential, (general iii) to the extent required in order to comply with reporting obligations to its direct or limited)indirect partners, members, advisors, employees, agents, accountants, attorneys, agents, representatives or other Persons equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming partners limited partners, Table of Contents members or members other equity holders in or Transferees of such Stockholder or its related investment funds (collectivelyfunds, the “Representatives”), so long as such Representatives agree in writing each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such Stockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee of such Stockholder or any proposed Transferee in any Transfers of Echo Shares in compliance with this Agreement, in each case, to the extent that that such Transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of Echo, the Company or any of their respective Subsidiaries, and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) such Stockholder and MCK shall, to the extent permitted by applicable law, give Echo notice of such request and shall cooperate with Echo at Echo’s request so that Echo may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by Echo after notice), such Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. “Confidential Information” means Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information concerning in connection with the assertion or defense of any claim; provided, further that nothing in this Section 6.4 shall be deemed to restrict any Stockholder’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 6.4 to the contrary, each Sponsor, Echo, MCK and Stockholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement with respect to any confidential information of the Company, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement, than the more restrictive provision on such Sponsor, Echo, MCK and/or Stockholder shall govern with respect to confidential information about the Company and (b) that each other Stockholder may develop or receive from third parties information that is the same as or similar to the confidential information of Echo or the Company, and that nothing in this Agreement restricts or prohibits any Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Echo or the transactions contemplated hereby Company; provided that Blackstone and H&F shall not provide any non-public financial information received by the Stockholder concerning or competitively or strategically sensitive information about the Company or any of its subsidiariesSubsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, including but not in any of either (a) or (b), any non-public financial information shall be limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder Blackstone’s and H&F’s valuation of the CompanyCompany and its Subsidiaries without providing underlying forecasted financial data or trends; provided that Confidential Information does not include (i) information that was Blackstone shall be permitted to disclose underlying forecasted financial data or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (ii) information that was or becomes available trends to the Stockholder or a Representative two co-investors in Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case Blackstone shall provide prompt written notice of such Stockholder on a non-confidential basis from a source other than the Company, provided that such source is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information, (iii) information that the Stockholder or a Representative of the Stockholder independently developed without reference to the Confidential Information or any derivative thereof or (iv) information that was already in the Stockholder’s possession on a non-confidential basis prior to the time of disclosure to the Stockholder by or on behalf of the Company or its Representatives, provided that the source of such information is not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any of such information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that the Company may be entitled to seek an injunctive or other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of this Section 6.03, but will be in addition to all other remedies available at law or equity to the partiesMCK.