Common use of Section Confidentiality Clause in Contracts

Section Confidentiality. Each of Agent, Co-Agent, Managing Agent and each Bank (each a "Confidentiality Party") agrees that all documentation and other information made available by the Borrower to such parties under the terms of this Agreement shall (except to the extent required by legal or governmental process or otherwise by law, or if requested by any duly constituted state or federal bank regulatory agency, or if such documentation and other information is publicly available or hereafter becomes publicly available other than by action of such Confidentiality Party, or was theretofore known to such party independent of any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the Borrower; provided that (i) such Confidentiality Party may disclose such documentation and other information to any other bank to which such Confidentiality Party sells or proposes to sell a participation in its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of the Borrower to comply with the provisions of this Section; (ii) such Confidentiality Party may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Loans to any purchaser or potential purchaser of such party's interest in any Loan, and (iii) such Confidentiality Party may disclose such documentation and other information to any officer, director, agent, employee, attorney or other advisor of such party, with a need to know such information for the purpose of administering this agreement, so long as such individual is obligated to comply with the provisions of this Section.

Section Confidentiality. Each The Lessor Parties agree to take normal and reasonable precautions in accordance with their normal procedures and exercise due care to maintain the confidentiality of Agentall information relating to the Lessee, Co-Agentthe Guarantor and their respective Affiliates, Managing Agent and each Bank (each a "Confidentiality Party") agrees that all documentation and other information made available which has been identified as confidential by the Borrower Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to such parties under the terms of contemplated by this Agreement shall (Lease; except to the extent required such information (a) was or becomes generally available to the public other than as a result of a disclosure by legal or governmental process or otherwise by lawthe Lessor Parties, or if requested by any duly constituted state (b) was or federal bank regulatory agency, or if such documentation and other information is publicly becomes available or hereafter becomes publicly available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by action of such Confidentiality Party, a confidentiality agreement with either the Lessee or was theretofore the Guarantor known to such party independent of the Lessor Parties; and provided, further, that any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the Borrower; provided that (i) such Confidentiality Lessor Party may disclose such documentation and other information (i) at the request or pursuant to any other bank requirement of any Governmental Authority to which such Confidentiality Lessor Party sells is subject or proposes in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to sell a participation subpoena or other court process, (iii) when required to do so in its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of the Borrower to comply accordance with the provisions of this Section; any Applicable Law, (iiiv) such Confidentiality Party may disclose the provisions of this Agreement to each Lessor Party's independent auditors and the amounts, maturities other professional advisors and interest rates of its Loans (v) to any purchaser Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or potential dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such party's interest in any Loan, and (iii) such Confidentiality Party may disclose such documentation financial and other information in the Lessor Parties' possession concerning the Lessee, the Guarantor or their respective Affiliates which has been delivered to any officerthe Lessor Parties pursuant to this Lease or the Participation Agreement; provided, directorthat unless otherwise agreed by the Lessee or the Guarantor, agentas applicable, employee, attorney or other advisor of the Transferee agrees in writing to such party, with a need Lessor Parties to know keep such information for confidential to the purpose same extent required of administering this agreement, so long as such individual is obligated to comply with the provisions of this SectionLessor Parties hereunder.

Section Confidentiality. Each of Agentthe Lenders, Co-Agent, Managing Agent each Issuing Bank and each Bank (each a "Confidentiality Party") of the Agents agrees that all documentation and other it shall maintain in confidence any information made available by relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to such parties under it by or on behalf of Holdings, any Parent Entity, the terms of this Agreement shall Borrower or any Subsidiary (except other than information that (a) has become generally available to the extent required by legal or governmental process or otherwise by law, or if requested by any duly constituted state or federal bank regulatory agency, or if such documentation and other information is publicly available or hereafter becomes publicly available public other than as a result of a disclosure by action of such Confidentiality Party, or was theretofore known to such party independent of any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the Borrower; provided that (i) such Confidentiality Party may disclose such documentation and other information to any other bank to which such Confidentiality Party sells or proposes to sell a participation in its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of the Borrower to comply with the provisions of this Section; (ii) such Confidentiality Party may disclose the provisions of this Agreement and the amounts, maturities and interest rates of its Loans to any purchaser or potential purchaser of such party's interest in any Loan, and (iii) such Confidentiality Party may disclose such documentation and other information to any officer, director, agent, employee, attorney or other advisor of such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, any Parent Entity, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such information for Lender (so long as each such person shall have been instructed to keep the purpose same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of administering any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, Inc., (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this agreementSection 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such individual is obligated person shall have been instructed to comply keep the same confidential in accordance with this Section 9.16) and (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this SectionSection 9.16).

Section Confidentiality. Each The Lessor Parties agree to take normal and reasonable precautions in accordance with their normal procedures and exercise due care to maintain the confidentiality of Agentall information relating to the Lessee, Co-Agentthe Guarantor and their respective Affiliates, Managing Agent and each Bank (each a "Confidentiality Party") agrees that all documentation and other information made available which has been identified as confidential by the Borrower Lessee or the Guarantor, and neither the Lessor Parties nor any of their Affiliates shall use any such information for any purpose or in any manner other than pursuant to such parties under the terms of contemplated by this Agreement shall (Lease; except to the extent required such information (a) was or becomes generally available to the public other than as a result of a disclosure by legal or governmental process or otherwise by lawthe Lessor Parties, or if requested by any duly constituted state (b) was or federal bank regulatory agency, or if such documentation and other information is publicly becomes available or hereafter becomes publicly available on a non-confidential basis from a source other than the Lessee or the Guarantor; provided, that such source is not bound by action of such Confidentiality Party, a confidentiality agreement with either the Lessee or was theretofore the Guarantor known to such party independent of the Lessor Parties; and provided, further, that any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely in connection with the administration of Loans from time to time outstanding hereunder to the Borrower; provided that (i) such Confidentiality Lessor Party may disclose such documentation and other information (i) at the request or pursuant to any other bank requirement of any Governmental Authority to which such Confidentiality Lessor Party sells is subject or proposes in connection with an examination of such Lessor Party by any such Governmental Authority including, without limitation, the National Association of Insurance Commissioners and any other industry regulators, (ii) pursuant to sell a participation subpoena or other court process, (iii) when required to do so in its Loans hereunder, if such other bank, prior to such disclosure, agrees for the benefit of the Borrower to comply accordance with the provisions of this Section; any Applicable Law, (iiiv) such Confidentiality Party may disclose the provisions of this Agreement to each Lessor Party's independent auditors and the amounts, maturities other professional advisors and interest rates of its Loans (v) to any purchaser Person and in any proceeding necessary in any Lessor Party's judgment to protect such Lessor Party's interests in connection with any claim or potential dispute involving the Lessor Party. Notwithstanding the foregoing, the Lessee authorizes the Lessor Parties to disclose to any participant or assignee or purchaser of Equipment (each, a "Transferee"), to any prospective Transferee and to any Affiliate, such party's interest in any Loan, and (iii) such Confidentiality Party may disclose such documentation financial and other information in the Lessor Parties' possession concerning the Lessee, Zenith, the Guarantor or their respective Affiliates which has been delivered to any officerthe Lessor Parties pursuant to this Lease or the Participation Agreement; provided, directorthat unless otherwise agreed by the Lessee or the Guarantor, agentas applicable, employee, attorney or other advisor of the Transferee agrees in writing to such party, with a need Lessor Parties to know keep such information for confidential to the purpose same extent required of administering this agreement, so long as such individual is obligated to comply with the provisions of this SectionLessor Parties hereunder.

Section Confidentiality. Each Lender agrees to use its best efforts to hold in confidence and not disclose any information (other than information (i) which was publicly known or otherwise known to such Lender at the time of Agentdisclosure (except pursuant to disclosure in connection with this Agreement or the Operative Documents), Co-Agent(ii) which subsequently becomes publicly known through no act or omission by such Lender or (iii) which otherwise becomes known to such Lender, Managing Agent and each Bank (each a "Confidentiality Party"other than through disclosure by the Borrower or any Subsidiary) agrees that all documentation and other information delivered or made available by or on behalf of the Borrower or any Subsidiary to such parties under the terms of this Agreement shall (except to the extent required by legal or governmental process or otherwise by law, or if requested by any duly constituted state or federal bank regulatory agency, or if such documentation and other information is publicly available or hereafter becomes publicly available other than by action of such Confidentiality Party, or was theretofore known to such party independent of any disclosure thereto by the Borrower) be held in the strictest confidence by such Confidentiality Party and used solely Lender in connection with or pursuant to this Agreement which is proprietary in nature and clearly marked, labeled or otherwise designated as being confidential information; provided, that nothing herein shall prevent the administration holder of Loans any Note from time delivering copies of any financial statements and other documents delivered to time outstanding hereunder such holder, and disclosing any other information disclosed to such holder, by or on behalf of the Borrower; provided that Borrower or any Subsidiary in connection with or pursuant to this Agreement to (i) such Confidentiality Party may disclose such documentation holder's directors, officers, employees, agents and other information to professional consultants, (ii) any other bank holder of any Note, (iii) any Person to which such Confidentiality Party holder offers to sell such Note or any part thereof, (iv) any Person to which such holder sells or proposes offers to sell a participation in its Loans hereunderall or any part of such Note, if (v) any federal or state regulatory authority having jurisdiction over such holder, (vi) the National Association of Insurance Commissioners or any similar organization or (vii) any other bankPerson to which such delivery or disclosure may be necessary or appropriate (A) in compliance with any law, prior rule, regulation or order applicable to such disclosureholder, agrees for the benefit of (B) in response to any subpoena or other legal process, (C) in connection with any litigation to which such holder is a party, provided that such Lender uses its best efforts to notify the Borrower that such information has been requested from it, or (D) in order to comply with implement or facilitate the provisions exercise of this Section; (ii) remedies by such Confidentiality Party may disclose the provisions of this Agreement and the amounts, maturities and interest rates of holder in its Loans capacity as such or to any purchaser protect such holder's rights or potential purchaser interests as a holder of such party's interest Note; provided, however, in any Loan, and the case of clauses (iii) and (iv) above, that such Confidentiality Party may disclose such documentation Person shall have executed and other information delivered to any officer, director, agent, employee, attorney or other advisor of such party, with the Borrower a need confidentiality agreement containing terms substantially similar to know such information for the purpose of administering those set forth in this agreement, so long as such individual is obligated to comply with the provisions of this SectionSection 11.12.