Common use of Publicity; Confidential Information Clause in Contracts

Publicity; Confidential Information. All news releases, publicity or advertising by any Borrower, Arrangers, Administrative Agent, Lenders or any of their respective Affiliates through any media intended to reach the general public which identifies the other party in connection with the Loans (other than disclosures required pursuant to any Legal Requirements applicable to any Borrower, Administrative Agent, either Arranger, any Lender or any of their respective Affiliates) shall be subject to the prior written approval of the other party which approval shall not be unreasonably withheld; provided, however, that the foregoing shall not apply to (x) a Syndication, (y) “pitch books” of Administrative Agent, either Arranger or any Lender or (z) disclosure of information related to the Loans by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates to “Gold Sheets” and other similar trade publications, and to the publication by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates of tombstones and similar advertising materials relating to the Loans, provided that the information disclosed shall consist of general deal terms and other information customarily found in such publications, tombstones, and advertising materials. Administrative Agent, the Arrangers and the Lenders each hereby agree that, without the prior written consent of Borrowers, any written information relating to Borrowers or any Affiliate of Borrowers which is provided to Administrative Agent, Arrangers, or the Lenders in connection with the making of the Loans which is either confidential, proprietary, or otherwise not generally available to the public (but excluding (i) information Administrative Agent, Arrangers or any Lender has obtained independently from third‑party sources without Administrative Agent’s or such Lender’s knowledge that the source has violated any fiduciary or other duty not to disclose such information and (ii) information independently generated by Administrative Agent, Arrangers or any Lender from information not used in violation of this Section 12.16) (the “Confidential Information”), will be kept confidential by Administrative Agent, Arrangers and the Lenders, using the same standard of care in safeguarding the Confidential Information as Administrative Agent, Arrangers and the Lenders employ in protecting their own proprietary information which Administrative Agent, such Arranger or such Lender desires not to disseminate or publish. Notwithstanding the foregoing, Confidential Information may be disseminated (a) pursuant to the requirements of applicable law, (b) pursuant to judicial process, administrative agency process, applicable regulatory authority or order of Governmental Authority (including to any regulatory authority purporting to have jurisdiction over Administrative Agent, Arrangers or any Lender (including any bank examiner or self‑regulatory authority, such as the National Association of Insurance Commissioners)), (c) in connection with litigation, arbitration proceedings or administrative proceedings involving Administrative Agent, either Arranger or any Lender before or by any Governmental Authority or stock exchange, (d) to Administrative Agent’s, either Arranger’s or any Lender’s attorneys, accountants, advisors and actual or prospective financing sources who will be instructed to comply with this Section 12.16, (e) to actual or prospective assignees, pledgees, Participants, (f) to any agents or servicers in a Syndication, provided that such Persons agree to abide by the same standards of confidentiality imposed on Administrative Agent, Arrangers and the Lenders hereunder, (g) in connection with the enforcement of remedies under or in connection with the Loan Documents, (h) to any party to the Loan Documents, (i) on a confidential basis to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to Borrowers and their Obligations, this Agreement or payments hereunder, (j) pursuant to the requirements or rules of a stock exchange or stock trading system on which the securities of Administrative Agent, either Arranger, any Lender or their respective Affiliates may be listed or traded, (k) subject to an agreement containing provisions substantially the same as those of this Section 12.16, (l) on a confidential basis to (i) any rating agency in connection with rating Borrowers or their Affiliates or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (iii) any external auditors as may be required by Administrative Agent’s, such Arranger’s or such Lender’s policies or policies of any governmental or quasi-governmental entity affecting Administrative Agent, such Arranger or such Lender, as the case may be, (m) with the consent of Borrowers, (n) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 12.16, or (ii) becomes available to Administrative Agent, either Arranger, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower Party and not in known violation of any confidentiality agreement, and (o) their Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential). In addition, notwithstanding any other provision, any party (and its employee, representative or other agent) may disclose to any and all persons, without limitation of any kind, any information with respect to the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. For purposes of this Section 12.16, Confidential Information will not be deemed to include the amount of the Loans, the street address and common name, if any, of the Property, the name of any Borrower or Parent Guarantor and photographs or other depictions of the Property.

Publicity; Confidential Information. All news releases, publicity or advertising by any Guarantor, Borrower, Arrangers, Administrative Agent, Lenders Lender or any of their respective Affiliates through any media intended to reach the general public which identifies the other party in connection with the Loans (other than disclosures required pursuant to any Legal Requirements applicable to any Guarantor, Borrower, Administrative Agent, either Arranger, any Lender or any of their respective Affiliates) shall be subject to the prior written approval of the other party which approval shall not be unreasonably withheld; , provided, however, that however the foregoing shall not apply to (x) a Syndication, (y) “pitch books” of Administrative Agent, either Arranger Agent or any Lender or (z) disclosure of information related to the Loans by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates to “Gold Sheetstombstones” and other similar trade publicationsplaced in media outlets common in the commercial mortgage finance arena, and in each case limited to general information about the publication by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates of tombstones and similar advertising materials relating to the Loans, provided that the information disclosed shall consist of general deal terms and other information customarily found in such publications, tombstones, and advertising materialsLoan. Administrative Agent, the Arrangers Agent and the Lenders each hereby agree that, without the prior written consent of BorrowersBorrower, any written information relating to Borrowers Borrower or any Affiliate of Borrowers Borrower which is provided to Administrative Agent, Arrangers, or Agent and the Lenders in connection with the making of the Loans Loan which is either confidential, proprietary, or otherwise not generally available to the public (but excluding (i) information Administrative Agent, Arrangers Agent or any Lender has obtained independently from third‑party third-party sources without Administrative Agent’s or such Lender’s knowledge that the source has violated any fiduciary or other duty not to disclose such information and (ii) information independently generated by Administrative Agent, Arrangers or any Lender from information not used in violation of this Section 12.16information) (the “Confidential Information”), will be kept confidential by Administrative Agent, Arrangers Agent and the Lenders, using the same standard of care in safeguarding the Confidential Information as Administrative Agent, Arrangers Agent and the Lenders employ in protecting their own proprietary information which Administrative Agent, such Arranger Agent or such Lender desires not to disseminate or publish. Notwithstanding the foregoing, Confidential Information may be disseminated (a) pursuant to the requirements of applicable law, (b) pursuant to judicial process, administrative agency process, applicable regulatory authority or order of Governmental Authority (including to any regulatory authority purporting to have jurisdiction over Administrative Agent, Arrangers or any Lender (including any bank examiner or self‑regulatory authority, such as the National Association of Insurance Commissioners))Authority, (c) in connection with litigation, arbitration proceedings or administrative proceedings involving Administrative Agent, either Arranger Agent or any Lender before or by any Governmental Authority or stock exchange, (d) to Administrative Agent’s, either Arranger’s or any Lender’s attorneys, accountants, advisors and actual or prospective financing sources who will be instructed to comply with this Section 12.1612.17, (e) to actual or prospective assignees, pledgees, Participants, (f) to any agents or servicers in a Syndication, provided that such Persons agree to abide by the same standards of confidentiality imposed on Administrative Agent, Arrangers Agent and the Lenders hereunder, and (g) in connection with the enforcement of remedies under or in connection with the Loan Documents, (h) to any party to the Loan Documents, (i) on a confidential basis to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to Borrowers and their Obligations, this Agreement or payments hereunder, (jf) pursuant to the requirements or rules of a stock exchange or stock trading system on which the securities of Administrative Agent, either Arranger, any Lender or their respective Affiliates may be listed or traded, (k) subject to an agreement containing provisions substantially the same as those of this Section 12.16, (l) on a confidential basis to (i) any rating agency in connection with rating Borrowers or their Affiliates or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (iii) any external auditors as may be required by Administrative Agent’s, such Arranger’s or such Lender’s policies or policies of any governmental or quasi-governmental entity affecting Administrative Agent, such Arranger or such Lender, as the case may be, (m) with the consent of Borrowers, (n) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 12.16, or (ii) becomes available to Administrative Agent, either Arranger, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower Party and not in known violation of any confidentiality agreement, and (o) their Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential). In addition, notwithstanding any other provision, any party (and its employee, representative or other agent) may disclose to any and all persons, without limitation of any kind, any information with respect to the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. For purposes of this Section 12.1612.17, Confidential Information will not be deemed to include the amount of the LoansLoan amount, the street address and common name, if any, of the Property, the name of any Guarantor or Borrower or Parent Guarantor and photographs or other depictions of the Property.

Publicity; Confidential Information. All news releases, publicity or advertising by any Borrower, Arrangers, Administrative Agent, Lenders Borrower or any of their respective its Affiliates through any media intended to reach the general public which identifies refers to the other party in connection with Loan Documents or the Loans (other than disclosures required pursuant financing evidenced by the Loan Documents, to any Legal Requirements applicable to any BorrowerLender, Administrative Agent, either Arranger, any Lender or any of their respective Affiliatesits Affiliates (with respect to the Loan only) shall be subject to the prior written approval of Lender in its sole discretion, unless such disclosure is required by any applicable Legal Requirement. Subject to prior consent of Borrower, Lender shall have the other party which right to publicly describe the Loan in general terms advertising and public communications of all kinds, including press releases, direct mail, newspapers, magazines, journals, e-mail, or internet advertising or communications. Details such as the addresses of the Properties, the amount of the Loan, the date of the closing and descriptions of the size/locations of the Properties shall only be included subject to Borrower’s approval in advance. Notwithstanding the foregoing, Borrower’s approval shall not be unreasonably withheld; provided, however, that the foregoing shall not apply to (x) a Syndication, (y) “pitch books” of Administrative Agent, either Arranger or any Lender or (z) disclosure of information related to the Loans by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates to “Gold Sheets” and other similar trade publications, and to required for the publication by Administrative AgentLender of notice of the Loan by means of a customary tombstone advertisement, which, for the avoidance of doubt, may include the amount of the Loan, the amount of securities sold, the number of Properties as of the Closing Date, the settlement date and the parties involved in the transactions contemplated hereby. Borrower may disclose to Lender, either Arrangerdirectly or indirectly, any Lender in writing, orally or any by inspection of their respective Affiliates intangible objects (including, without limitation, documents), certain confidential or proprietary information including, without limitation, the names and addresses of tombstones tenants, the Properties, customers, marketing plans and similar advertising materials relating to the Loansobjectives, provided that the information disclosed shall consist of general deal terms research and test results, operating budgets and other information customarily found in such publicationsthat is confidential and the property of Borrower (“Confidential Information”). The parties agree that the term Confidential Information shall include (a) information concerning tenants of each Property and prospective tenants of any Property, tombstonesincluding nonpublic personal information as defined under the Xxxxx-Xxxxx-Xxxxxx Act of 1999 and implementing regulations, including all nonpublic personal information of or related to customers or consumers of Borrower, including but not limited to names, addresses, telephone numbers, account numbers, customer lists, credit scores, and advertising materialsaccount, financial, transaction information, consumer reports and information derived from consumer reports, that is subject to protection from publication under applicable law (collectively, “Customer Information”), and (b) business information (including all operating budgets, marketing plans, products and services, employee information, business models, know-how, strategies, designs, reports, data, research, financial information, pricing information, corporate client information, market definitions and information, and business inventions and ideas), and (d) technical information (including software, algorithms, models, developments, inventions. Administrative AgentLender agrees that any Confidential Information shall be used by Lender solely in the performance of its obligations under the Loan Documents. Lender (including, the Arrangers without limitation, its Affiliates, officers, directors, counsel, representatives, employees, advisors, accountants, auditors, attorneys or agents (collectively, “Representatives”)) shall receive Confidential Information in confidence and the Lenders each hereby agree thatshall not, without the prior written consent of BorrowersBorrower, disclose any written information relating Confidential Information; provided, however, that there shall be no obligation on the part of Lender to Borrowers or maintain in confidence any Affiliate of Borrowers Confidential Information disclosed to it by the other which is provided to Administrative Agent, Arrangers, or the Lenders in connection with the making of the Loans which is either confidential, proprietary, or otherwise not generally available to the public (but excluding (i) information Administrative Agentis generally known to the trade or the public or otherwise in the public domain at the time of such disclosure, Arrangers or any Lender has obtained independently from third‑party sources without Administrative Agent’s or such Lender’s knowledge that the source has violated any fiduciary or other duty not to disclose such information and (ii) information independently generated becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by Administrative Agent, Arrangers or any Lender from information not used the other in violation of this Section 12.16) (the “Confidential Information”)Agreement, will be kept confidential by Administrative Agent, Arrangers and the Lenders, using the same standard of care in safeguarding the Confidential Information as Administrative Agent, Arrangers and the Lenders employ in protecting their own proprietary information which Administrative Agent, such Arranger or such Lender desires not to disseminate or publish. Notwithstanding the foregoing, Confidential Information may be disseminated (a) pursuant to the requirements of applicable law, (b) pursuant to judicial process, administrative agency process, applicable regulatory authority or order of Governmental Authority (including to any regulatory authority purporting to have jurisdiction over Administrative Agent, Arrangers or any Lender (including any bank examiner or self‑regulatory authority, such as the National Association of Insurance Commissioners)), (c) in connection with litigation, arbitration proceedings or administrative proceedings involving Administrative Agent, either Arranger or any Lender before or by any Governmental Authority or stock exchange, (d) to Administrative Agent’s, either Arranger’s or any Lender’s attorneys, accountants, advisors and actual or prospective financing sources who will be instructed to comply with this Section 12.16, (e) to actual or prospective assignees, pledgees, Participants, (f) to any agents or servicers in a Syndication, provided that such Persons agree to abide by the same standards of confidentiality imposed on Administrative Agent, Arrangers and the Lenders hereunder, (g) in connection with the enforcement of remedies under or in connection with the Loan Documents, (h) to any party to the Loan Documents, (i) on a confidential basis to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to Borrowers and their Obligations, this Agreement or payments hereunder, (j) pursuant to the requirements or rules of a stock exchange or stock trading system on which the securities of Administrative Agent, either Arranger, any Lender or their respective Affiliates may be listed or traded, (k) subject to an agreement containing provisions substantially the same as those of this Section 12.16, (l) on a confidential basis to (i) any rating agency in connection with rating Borrowers or their Affiliates or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (iii) any external auditors as may be required is legally received by Administrative Agent’s, such Arranger’s or such Lender’s policies or policies of any governmental or quasi-governmental entity affecting Administrative Agent, such Arranger or such Lender, as the case may be, (m) with the consent of Borrowers, (n) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 12.16, or (ii) becomes available to Administrative Agent, either Arranger, any Lender or any of their respective Affiliates its Representatives from a third party on a nonconfidential non-confidential basis provided that to Lender’s knowledge such third party is not prohibited from disclosing such information to Lender by a source other than a Borrower Party and not in known violation of any confidentiality agreementcontractual, and (o) their Affiliates (it being understood that legal or fiduciary obligation to Lender or its Representatives. Notwithstanding anything contained herein to the Persons contrary, Lender shall be permitted to whom such disclosure is made will be informed of disclose the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential). In addition, notwithstanding any other provision, any party (and its employee, representative or other agent) may disclose to any and all personsGovernmental Authority pursuant to applicable laws or in the course of an examination, inquiry, routine audit, subpoena or court order without limitation of any kindnotice to, any information with respect to the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. For purposes of this Section 12.16consent by, Confidential Information will not be deemed to include the amount of the Loans, the street address and common name, if any, of the Property, the name of any Borrower or Parent Guarantor and photographs or other depictions of the PropertyBorrower.

Publicity; Confidential Information. All news releases, publicity or advertising by any Property Guarantor, Borrower, Arrangers, Administrative Agent, Lenders or any of their respective Affiliates through any media intended to reach the general public which identifies the other party in connection with the Loans (other than disclosures required pursuant to any Legal Requirements applicable to any Property Guarantor, Borrower, Administrative Agent, either Arranger, any Lender or any of their respective Affiliates) shall be subject to the prior written approval of the other party which approval shall not be unreasonably withheld; provided, however, that the foregoing shall not apply to (x) a Syndication, (y) “pitch books” of Administrative Agent, either Arranger or any Lender or (z) disclosure of information related to the Loans by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates to “Gold Sheets” and other similar trade publications, and to the publication by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates of tombstones and similar advertising materials relating to the Loans, provided that the information disclosed shall consist of general deal terms and other information customarily found in such publications, tombstones, and advertising materials. Administrative Agent, the Arrangers and the Lenders each hereby agree that, without the prior written consent of BorrowersBorrower, any written information relating to Borrowers Borrower or any Affiliate of Borrowers Borrower which is provided to Administrative Agent, Arrangers, or the Lenders in connection with the making of the Loans which is either confidential, proprietary, or otherwise not generally available to the public (but excluding (i) information Administrative Agent, Arrangers or any Lender has obtained independently from third‑party third-party sources without Administrative Agent’s or such Lender’s knowledge that the source has violated any fiduciary or other duty not to disclose such information and (ii) information independently generated by Administrative Agent, Arrangers or any Lender from information not used in violation of this Section 12.16information) (the “Confidential Information”), will be kept confidential by Administrative Agent, Arrangers and the Lenders, using the same standard of care in safeguarding the Confidential Information as Administrative Agent, Arrangers and the Lenders employ in protecting their own proprietary information which Administrative Agent, such Arranger or such Lender desires not to disseminate or publish. Notwithstanding the foregoing, Confidential Information may be disseminated (a) pursuant to the requirements of applicable law, (b) pursuant to judicial process, administrative agency process, applicable regulatory authority or order of Governmental Authority (including to any regulatory authority purporting to have jurisdiction over Administrative Agent, Arrangers or any Lender (including any bank examiner or self‑regulatory self-regulatory authority, such as the National Association of Insurance Commissioners)), (c) in connection with litigation, arbitration proceedings or administrative proceedings involving Administrative Agent, either Arranger or any Lender before or by any Governmental Authority or stock exchange, (d) to Administrative Agent’s, either Arranger’s or any Lender’s attorneys, accountants, advisors and actual or prospective financing sources who will be instructed to comply with this Section 12.16, (e) to actual or prospective assignees, pledgees, Participants, (f) to any agents or servicers in a Syndication, provided that such Persons agree to abide by the same standards of confidentiality imposed on Administrative Agent, Arrangers and the Lenders hereunder, (g) in connection with the enforcement of remedies under or in connection with the Loan Documents, (h) to any party to the Loan Documents, (i) on a confidential basis to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to Borrowers Borrower and their its Obligations, this Agreement or payments hereunder, (j) pursuant to the requirements or rules of a stock exchange or stock trading system on which the securities of Administrative Agent, either Arranger, any Lender or their respective Affiliates may be listed or traded, (k) subject to an agreement containing provisions substantially the same as those of this Section 12.16, (l) on a confidential basis to (i) any rating agency in connection with rating Borrowers Borrower or their its Affiliates or the Loans, Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (iii) any external auditors as may be required by Administrative Agent’s, such Arranger’s or such Lender’s policies or policies of any governmental or quasi-governmental entity affecting Administrative Agent, such Arranger or such Lender, as the case may beLoans, (m) with the consent of BorrowersBorrower, (n) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 12.16, or (ii) becomes available to Administrative Agent, either Arranger, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower Party and not in known violation of any confidentiality agreement, and (o) their Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential). In addition, notwithstanding any other provision, any party (and its employee, representative or other agent) may disclose to any and all persons, without limitation of any kind, any information with respect to the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. For purposes of this Section 12.16, Confidential Information will not be deemed to include the amount of the Loans, the street address and common name, if any, of the Property, the name of any Property Guarantor or Borrower or Parent Guarantor and photographs or other depictions of the Property.

Publicity; Confidential Information. All news releases(a) Except as otherwise required by applicable law, publicity ECI, TTL and Tadiran agree that no publicity, release or advertising announcement and no other notices or other communications to third parties concerning this Agreement, the Merger and the other transactions contemplated hereby shall be issued without the advance approval of the form and substance of the same by any Borrowerthe parties hereto, Arrangers, Administrative Agent, Lenders or any of and their respective Affiliates through legal counsel. Notwithstanding the foregoing, each party shall be permitted, with prior coordination with the other parties, to make such disclosures to the public or to governmental agencies, the Tel-Aviv Stock Exchange Ltd. ("TASE"), the New York Stock Exchange ("NYSE") or the National Association of Securities Dealers, Inc. Automated Quotation System/National Market System ("NASDAQ") as its counsel shall deem necessary to maintain compliance with applicable law or the requirements of TASE, NYSE or NASDAQ. (b) ECI agrees that, unless and until the transactions contemplated by this Agreement shall have been consummated, and each of Tadiran and TTL agrees that, without any media intended time limitation, it and its representatives will hold in strict confidence, and will not disclose or reveal to reach any other person, any information or documents received from any other party and shall use such information only for the general public which identifies purpose of performing its obligations under this Agreement. If the transactions herein contemplated shall not be consummated, each party will continue to hold such information and documents in strict confidence and will promptly return to the other party all such documents and information in connection with written form (including the Loans (other than disclosures required pursuant documents annexed to this Agreement) then in such receiving party's possession without retaining copies thereof and will make no further use of such information; provided, however, that each party's obligations under this Section 3(b) to maintain confidentiality shall not apply to any Legal Requirements applicable to any Borrower, Administrative Agent, either Arranger, any Lender information or any of their respective Affiliatesdocuments that (i) shall be subject to are in the prior written approval of public domain at the time furnished by the other party or that come into the public domain thereafter through any means other than as a result of any act of the receiving party or of its agents, officers, directors or shareholders which approval shall not constitutes a breach of this Agreement or of any other confidentiality agreement between parties to this Agreement, (ii) the receiving party independently develops without reference to information or documents received from the other party, or (iii) are required to be unreasonably withhelddisclosed by a binding, final and non-appealable court order (except where the applicable court or court(s) refuse to stay the order after the party so required to disclose has used its best efforts to prevent such disclosure); provided, however, that the foregoing shall not apply to (x) party against which the order is sought provided the other parties hereto with a Syndication, (y) “pitch books” notice of Administrative Agent, either Arranger or any Lender or (z) disclosure the proceedings seeking such order within one business day from the earlier of information related to the Loans by Administrative Agent, either Arranger, any Lender or any commencement of their respective Affiliates to “Gold Sheets” and other similar trade publications, and to the publication by Administrative Agent, either Arranger, any Lender or any of their respective Affiliates of tombstones and similar advertising materials relating to the Loans, provided that the information disclosed shall consist of general deal terms and other information customarily found in such publications, tombstones, and advertising materials. Administrative Agent, the Arrangers and the Lenders each hereby agree that, without the prior written consent of Borrowers, any written information relating to Borrowers or any Affiliate of Borrowers which is provided to Administrative Agent, Arrangers, proceedings or the Lenders in connection with the making date that such party so required to disclose becomes aware of the Loans which is either confidential, proprietary, request for such disclosure. Nothing in this Agreement shall limit the effect of any other confidentiality agreement heretofore or otherwise not generally available to the public (but excluding (i) information Administrative Agent, Arrangers or any Lender has obtained independently from third‑party sources without Administrative Agent’s or such Lender’s knowledge that the source has violated any fiduciary or other duty not to disclose such information and (ii) information independently generated by Administrative Agent, Arrangers or any Lender from information not used in violation of this Section 12.16) (the “Confidential Information”), will be kept confidential by Administrative Agent, Arrangers and the Lenders, using the same standard of care in safeguarding the Confidential Information as Administrative Agent, Arrangers and the Lenders employ in protecting their own proprietary information which Administrative Agent, such Arranger or such Lender desires not to disseminate or publish. Notwithstanding the foregoing, Confidential Information may be disseminated (a) pursuant to the requirements of applicable law, (b) pursuant to judicial process, administrative agency process, applicable regulatory authority or order of Governmental Authority (including to any regulatory authority purporting to have jurisdiction over Administrative Agent, Arrangers or any Lender (including any bank examiner or self‑regulatory authority, such as the National Association of Insurance Commissioners)), (c) in connection with litigation, arbitration proceedings or administrative proceedings involving Administrative Agent, either Arranger or any Lender before or by any Governmental Authority or stock exchange, (d) to Administrative Agent’s, either Arranger’s or any Lender’s attorneys, accountants, advisors and actual or prospective financing sources who will be instructed to comply with this Section 12.16, (e) to actual or prospective assignees, pledgees, Participants, (f) to any agents or servicers in a Syndication, provided that such Persons agree to abide hereafter entered into by the same standards of confidentiality imposed on Administrative Agent, Arrangers and the Lenders hereunder, (g) in connection with the enforcement of remedies under or in connection with the Loan Documents, (h) to any party to the Loan Documents, (i) on a confidential basis to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to Borrowers and their Obligations, this Agreement or payments hereunder, (j) pursuant to the requirements or rules of a stock exchange or stock trading system on which the securities of Administrative Agent, either Arranger, any Lender or their respective Affiliates may be listed or traded, (k) subject to an agreement containing provisions substantially the same as those of this Section 12.16, (l) on a confidential basis to (i) any rating agency in connection with rating Borrowers or their Affiliates or the Loans, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or (iii) any external auditors as may be required by Administrative Agent’s, such Arranger’s or such Lender’s policies or policies of any governmental or quasi-governmental entity affecting Administrative Agent, such Arranger or such Lender, as the case may be, (m) with the consent of Borrowers, (n) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section 12.16, or (ii) becomes available to Administrative Agent, either Arranger, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a Borrower Party and not in known violation of any confidentiality agreement, and (o) their Affiliates (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential). In addition, notwithstanding any other provision, any party (and its employee, representative or other agent) may disclose to any and all persons, without limitation of any kind, any information with respect to the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. For purposes of this Section 12.16, Confidential Information will not be deemed to include the amount of the Loans, the street address and common name, if any, of the Property, the name of any Borrower or Parent Guarantor and photographs or other depictions of the Propertyparties hereto.