Common use of Treatment of Certain Information; Confidentiality Clause in Contracts

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 6 contracts

Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

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Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the CompanyBorrower or any of its Affiliates, which source is not to the knowledge of the Administrative Agent, any Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates in breach of any confidentiality obligations owing to the Borrower or any of its Affiliates with respect to such Information, (ij) to the extent needed to obtain a Committee on a confidential basis Uniform Securities Identification Procedures (CUSIP) number or (k) to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Facility.

Appears in 5 contracts

Samples: Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (Philadelphia Energy Solutions Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent requested by any regulatory authority authority, purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection in favor of Borrower, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative or other transaction relating under which payments are to the Company be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the CompanyBorrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower, or (i) on a confidential basis to (ix) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder Loans, or (iiy) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Loans. For purposes of this Section, “Information” means all information received from or on behalf of Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of Information received after the date hereof, such information is clearly identified at the time of delivery as confidential. Notwithstanding the foregoing, “Information” shall not include, and Agent and each Lender may disclose without limitation of any kind, any information with respect to “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulations Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall apply only to such portions of the document or similar item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Federal and state securities Laws.

Appears in 5 contracts

Samples: Credit Agreement (Gulfport Energy Corp), Credit Agreement (Gulfport Energy Corp), Credit Agreement (Gulfport Energy Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 4 contracts

Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/), Credit Agreement (Tesoro Logistics Lp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 4 contracts

Samples: Credit Agreement (Agree Realty Corp), Credit Agreement (Agree Realty Corp), Credit Agreement (Ross Stores Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below), except that Information ) may be disclosed disclosed: (ai) to its Affiliates and to its it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (bii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts (c(x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal processprocess in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (dto the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto, ; (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (ivii) on a confidential basis to (iA) any rating ratings agency in connection with rating Holdings, the Borrower Borrowers or its their Subsidiaries or the credit facilities provided hereunder or (iiB) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).,

Appears in 4 contracts

Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to Affiliates, its auditors and its Affiliates’ Related Parties, including, without limitation, their respective partnersaccountants, directors, officers, employees, agents, trustees, legal counsel and other advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations Applicable Laws or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower; in the event of any required disclosure by the Administrative Agent or any Lender under clause (c) above, the Administrative Agent or such Lender, as applicable, agrees to any Person use reasonable efforts to whom or for whose benefit that inform the Borrower as promptly as practicable to the extent legally permitted to do so. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors and similar service providers to the lending industry, such Lender pledges or assigns a security interest pursuant information to Section 11.06(f)consist of deal terms and other information customarily found in Gold Sheets and similar industry publications.

Appears in 4 contracts

Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp), Credit Agreement (FirstEnergy Solutions Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, Approved Funds, and to its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Requirement of Laws or regulations or by any subpoena or similar legal process, provided that the Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable in the event of any such disclosure by such person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement; or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Company any Loan Party and its obligations, (g) with the consent of the CompanyBorrower, (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender) or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on Loan Parties and which source is not known by such Agent or Lender to be subject to a confidential basis to (i) confidentiality restriction in respect thereof in favor of any rating agency in connection with rating of the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Credit Parties or any similar agency in connection with Affiliate of the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Credit Parties.

Appears in 4 contracts

Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives representatives, including any numbering, administration or settlement service providers (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedging Contract relating to either of the Company Borrowers and such Borrower’s obligations or (iii) any direct, indirect, actual or prospective counterparty (and its obligationsadvisor(s)) to any credit support, swap, derivative or securitization transaction related to the obligations under this Agreement, (g) with the written consent of the Company, Borrower Representative or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Collateral Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Loan Party or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Subsidiary thereof.

Appears in 4 contracts

Samples: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP), Credit Agreement

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that so long as the Persons to whom such disclosure is made will be are informed of the confidential nature of such Information and instructed agree in writing or are otherwise obligated to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (provided that any such assignee or any Eligible Assignee invited Participant is advised of and agrees to become a Lender pursuant to be bound by the provisions of this Section 2.01(b) or 2.17(d11.07) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the written consent of the CompanyParent Borrower, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section 11.07 or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrowers, or (i) on a confidential basis to (i) any rating agency agency. For purposes of this Section 11.07, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided that, in connection the case of information received from a Loan Party or any such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with rating its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Parent Borrower or its Subsidiaries or a Subsidiary, as the credit facilities provided hereunder or case may be, (iib) it has developed compliance procedures regarding the CUSIP Service Bureau or any similar agency use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)state securities Laws.

Appears in 4 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), ; (b) to the extent required or requested by any regulatory court, tribunal, regulatory, supervisory, governmental or quasi-governmental authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Applicable Laws or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as that are not less restrictive than those of this Section, to (i) any assignee actual or prospective assignee, novatee or transferee of or Participant in, or sub-Participant in (or any prospective assignee agent or advisor of or Participant in, any of the foregoing) any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder; (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or Revolving Facility, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunderRevolving Facility or (iii) any professional advisor, insurer, insurance broker or other service provider of, or any direct or indirect provider of credit protection to, the Administrative Agent, any Lender or any of their respective Affiliates; (jh) subject with the consent of the Borrower; or (i) to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Person Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower who did not acquire such information as a result of a breach of this Section. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to whom market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or for whose benefit that such any Lender pledges or assigns a security interest pursuant to Section 11.06(f)in connection with the administration of this Agreement and the other Loan Documents.

Appears in 4 contracts

Samples: Uncommitted Revolving Credit Agreement (Power Solutions International, Inc.), Uncommitted Revolving Credit Agreement (Power Solutions International, Inc.), Agreement (Power Solutions International, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Company and (i) on a confidential basis to (ix) any rating agency bank or financial institution and (y) S&P, Xxxxx’x, Fitch and/or other ratings agency, as the Administrative Agent, such Lender or the L/C Issuer reasonably deems necessary or appropriate in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereundersuch Person’s obtaining financing; provided, or (j) subject to an agreement containing provisions substantially the same as those of this Sectionhowever, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant financial institution has agreed to Section 11.06(f)keep such information confidential in accordance with its customary practices, and such ratings agency shall be informed of the confidentiality of such information .

Appears in 4 contracts

Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees on its own behalf and on behalf of its Affiliates to maintain the confidentiality of the keep confidential all non-public Information (as defined below)) provided to it by the Company or any of its Subsidiaries pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent, except that any Lender or any L/C Issuer from disclosing any such Information may be disclosed (a) to its Affiliates and to its Related Parties (so long as each such Person has been informed of the confidential nature of such Information and instructed to keep such Information confidential) solely for the purposes of, or otherwise in connection with, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, (b) subject to an express agreement to maintain the confidentiality of such Information in compliance with the provisions of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its Affiliates’ respective partnersrights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(d) or Section 2.16(c) or (ii) any actual or prospective direct or indirect counterparty to any Swap Contract (or any professional advisor to such counterparty), (c) to its employees, directors, officers, employees, agents, trusteesattorneys, accountants and other professional advisors and representatives or those of any of its Affiliates, or of any Affiliate of any Lender or L/C Issuer, in each case who have a need to know such Information in accordance with customary business practices (it being understood that the Persons person to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (bd) to upon the extent requested by request or demand of any governmental or regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ce) in response to the extent required any order of any court or other governmental or regulatory authority (including by applicable laws or regulations or by any subpoena or similar legal process) or as may otherwise be required pursuant to any requirement of Law, (df) if required to do so in connection with any other party heretolitigation or similar proceeding, (eg) that has been publicly disclosed, other than as a result of a disclosure by the Administrative Agent, any Lender or any L/C Issuer or any of their respective employees, directors, agents, attorneys, accountants and other professional advisors or those of any of their respective affiliates, in violation of this paragraph, (h) upon the request of any rating agency when required by it, (i) upon the request of the CUSIP Service Bureau or any similar organization, (j) in connection with the exercise of any remedies remedy hereunder or under any of the Loan Documents or any action or proceeding (including the preparation of any defense) relating to this Agreement, any other Loan Document or any action transaction or proceeding relating to this Agreement or any other Loan Document matter related thereto, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisorsk) to any swap other party hereto or derivative transaction relating to the Company and its obligations, (gl) with the consent of the Company. The Administrative Agent, any Lender or any L/C Issuer shall, prior to any disclosure under clause (d), (e), (f), (h) or (i) above to the extent such Information (x) becomes publicly available any governmental or regulatory authority that does not have supervisory, regulatory or other than as a result of a breach of this Section similar authority with respect to the Administrative Agent, such Lender or such L/C Issuer and that is seeking such disclosure solely in connection with an investigation, litigation or other proceeding that does not otherwise involve the Administrative Agent, such Lender or such L/C Issuer or (y) becomes any other person that is not a governmental or regulatory authority, notify the Company of any request for the disclosure of any such non-public Information so as to provide the Company with the reasonable opportunity to obtain a protective order or other comparable relief; provided that no such notification will be required if the Administrative Agent, such Lender or such L/C Issuer (or their respective counsel) reasonably determines that such notification would be prohibited by applicable Law or court order. None of the Administrative Agent or any Lender will make available to the Company or any of its Affiliates confidential Information that they have obtained or may obtain from any other customer. The Administrative Agent, each Lender and each L/C Issuer are permitted to access, use and share with any of their respective bank or non-bank Affiliates, agents, advisors (legal or otherwise) or representatives any Information concerning the Company or any of its Affiliates that is or may come into the possession of the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Companysuch Affiliates; provided that, (i) on a confidential basis to (i) any rating agency in each case, such Information shall be used solely in connection with rating this Agreement, the Borrower or its Subsidiaries or other Loan Documents and the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance transactions contemplated hereby and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)thereby.

Appears in 3 contracts

Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C Issuers agree Issuer and Lenders agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) to the extent reasonably required, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Company and its obligations, Loan Parties under the Loan Documents; (g) with the consent of the Company, ; or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative any Agent, any Lender, any the L/C Issuer Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that to the extent permitted by applicable law or regulation, each of the Agents and Lenders agrees to notify the Company prior to (if reasonably practicable) or concurrently with its disclosure of such information to any third party pursuant to clauses (b), (ic) on a confidential basis and (f). In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and public information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry, and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration and monitoring management of CUSIP numbers of this Agreement, the other market identifiers with respect to Loan Documents, the credit facilities provided hereunderCommitments, or (j) subject to an agreement containing provisions substantially and the same as those Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to any Agent, the L/C Issuer, or any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of any information received from a Loan Party after the date hereof (other than in connection with Section 6.03, all of which is acknowledged to constitute “Information” regardless of any marking as confidential), such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Agents and each of the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrowers or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b2.15(c) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower Loan Parties or its their Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Lead Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (i) becomes publicly available other than as those a result of a breach of this SectionSection 11.07, (ii) becomes available to the Administrative Agent, any Person Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Loan Parties or their Subsidiaries or (iii) is independently discovered or developed by a party hereto without utilizing any Information received from the Loan Parties or their Subsidiaries or violating the terms of this Section 11.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant market data collectors, similar service providers to Section 11.06(f)the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 3 contracts

Samples: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder (g) with the consent of the CompanyBorrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. Each of the Lenders agrees to use its best efforts to insure that no material non-public information provided to it by or on behalf of the Borrower will be utilized by any Person of its affiliates, agents, advisors or representatives to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)trade in securities of the Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.14(b) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Company and (i) on a confidential basis to (ix) any rating agency bank or financial institution and (y) S&P, Xxxxx’x, Fitch and/or other ratings agency, as the Administrative Agent, such Lender or the L/C Issuer reasonably deems necessary or appropriate in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereundersuch Person’s obtaining financing; provided, or (j) subject to an agreement containing provisions substantially the same as those of this Sectionhowever, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant financial institution has agreed to Section 11.06(f)keep such information confidential in accordance with its customary practices, and such ratings agency shall be informed of the confidentiality of such information .

Appears in 3 contracts

Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer, Swing Line Lender and Lender agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) to the extent reasonably required, in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Company and its obligations, Loan Parties under the Loan Documents; (g) with the consent of the Company, ; or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, the L/C Issuer, any Swing Line Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that to the extent permitted by applicable law or regulation, the Agent, the L/C Issuer and the Lenders (including the Swing Line Lenders) agree to notify the Company prior to (if reasonably practicable) or concurrently with its disclosure of such information to any third party pursuant to clauses (b) (other than in the case of routine bank examinations), (ic) on a confidential basis and (f). In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and public information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry, and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration and monitoring management of CUSIP numbers of this Agreement, the other market identifiers with respect to Loan Documents, the credit facilities provided hereunderCommitments, or (j) subject to an agreement containing provisions substantially and the same as those Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to the Agent, the L/C Issuer, any Swing Line Lender or any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of any information received from a Loan Party after the date hereof (other than in connection with Section 6.03, all of which is acknowledged to constitute “Information” regardless of any marking as confidential), such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The Agent, the L/C Issuer and each of the Lenders (including the Swing Line Lenders) acknowledges that (a) the Information may include material non-public information concerning the Borrowers or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Borrower or (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) hereunder. In addition, the CUSIP Service Bureau or any Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry and service providers to the Agents and the Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 3 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives actively involved in the origination, syndication, closing, administration or enforcement of the Loans, (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) or in connection with an examination of such Person by any such authority or at the request of any self-regulated body, (c) at the express direction of any other governmental authority, with jurisdiction over Administrative Agent and/or the Lenders, of any State of the United States of America or of any other jurisdiction in which such Person conducts its business, (d) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) to such Person’s independent auditors, attorneys, agents and other professional advisors, (g) to bank trade publications, such customary information to consist of the name of Borrower, size, tenor and type of facility, and the identity of titled banks, (h) to any other party hereto, (i) subject to an agreement containing provisions substantially the same or at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligationsobligations hereunder, (gj) with the consent of the Company, Borrower or (hk) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower provided that the Companysource of such information was not at the time known by Administrative Agent, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Lender, Issuing Bank or any similar agency in connection with the issuance and monitoring of CUSIP numbers their respective Affiliates to be bound by a confidentiality agreement or other legal or contractual obligation of other market identifiers confidentiality with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those such Information. For purposes of this Section, “Information” means all information received from any Company relating to any Company or any of their respective businesses, other than any such information that is available to Administrative Agent, any Lender or Issuing Bank on a nonconfidential basis prior to disclosure by any Company, provided that in the case of information received from any Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Administrative Agent, the Lenders and Issuing Bank acknowledges that (a) the Information may include material non-public information concerning Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 3 contracts

Samples: Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Properties, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Senior Facility Agent, the Lenders Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks, and the L/C Issuers agree Senior Lenders agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective shareholders, members, partners, directors, officers, employees, agents, trusteesadvisors, advisors auditors, insurers and representatives (it being understood that provided that, the Persons to whom such disclosure is made will be informed prior to disclosure of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent requested or required by any regulatory authority purporting to have jurisdiction over it or to any Federal Reserve Bank or central bank in connection with a pledge or assignment pursuant to Section 11.04(e) (including any self-regulatory authority, such as the National Association of Insurance CommissionersAssignments), ; (c) to the extent required by applicable laws Government Rule or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Financing Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder (including any actual or thereunder, prospective purchaser of Collateral); (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.17, to (i) any assignee Eligible Assignee of or Participant in, or any prospective assignee Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, (ii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to the Company and its obligations, (g) with the consent obligations of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).or

Appears in 3 contracts

Samples: Reimbursement Agreement (Sabine Pass Liquefaction, LLC), Reimbursement Agreement (Cheniere Energy, Inc.), Reimbursement Agreement (Cheniere Energy Partners, L.P.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Document, or any action or proceeding relating to this Agreement or any other Loan Document Document, or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Borrower and its obligations, ; (g) with the consent of the Company, each Borrower; (h) to the extent such Information (xi) becomes publicly available available, other than as a result of a breach of this Section 11.07, or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, any Borrower; (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder; and (j) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to this Agreement. In addition, the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially Administrative Agent and the same as those Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, similar service providers to any Person the lending industry and service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Revolving Commitments.

Appears in 3 contracts

Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement, Credit Agreement (Connecticut Light & Power Co)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, trustees, advisors and representatives on a “need to know” basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (in which case such Lender Party agrees to use commercially reasonable efforts (to the extent permitted by law and practical to do so) to notify the Borrower Agent promptly thereof), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an a written agreement containing provisions substantially the same as those of this Section, to (i) any assignee of of, Participant in or Participant inSPV, or any prospective assignee of of, Participant in or Participant inSPV, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the consent of the CompanyBorrower Agent, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender Parties or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyLoan Parties other than as a result of a breach of any duty of confidentiality, (i) on to rating agencies if requested or required by such agencies in connection with a confidential basis rating or credit estimate relating to the Loans or Commitments hereunder or (j) to a Person that is (i) any rating agency an investor or prospective investor in connection with rating a Securitization that agrees that its access to information regarding the Borrower or its Subsidiaries or and the credit facilities provided hereunder Loans and Commitments is solely for purposes of evaluating an investment in such Securitization and who agrees to treat such information as confidential or (ii) the CUSIP Service Bureau a trustee, collateral agent, collateral manager, servicer, noteholder, equityholder or any similar agency secured party in a Securitization in connection with the issuance administration, servicing and monitoring of CUSIP numbers of other market identifiers with respect to evaluation of, and reporting on, the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same assets serving as those of this Section, to any Person to whom or collateral for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Securitization.

Appears in 3 contracts

Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree and the Lenders agrees to maintain the confidentiality of the Information, except that Information (as defined below), except that Information ) may be disclosed disclosed: (ai) to its Affiliates and to its it and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (bii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) in which case the Administrative Agent, L/C Issuer or such Lender, as applicable, shall use reasonable efforts (c(x) to the extent legally permissible but (y) not in the case of any such requests which are part of, or arise out of, normal reporting or review procedures to, or examination by, any such regulatory authority) to notify the Parent Borrower prior to such disclosure; (iii) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal processprocess in which case the Administrative Agent, such L/C Issuer or such Lender, as applicable, shall use reasonable efforts (dto the extent permitted) to notify the Parent Borrower prior to such disclosure; (iv) to any other party hereto, ; (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (ivii) on a confidential basis to (iA) any rating ratings agency in connection with rating Holdings, the Borrower Borrowers or its their Subsidiaries or the credit facilities provided hereunder or (iiB) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (viii) with the consent of the Parent Borrower or (jix) subject to an agreement containing provisions substantially the same extent such Information (A) becomes publicly available other than as those a result of a breach of this SectionSection 10.07 or (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis (to their knowledge) from a source other than the Borrowers. For purposes of this Section 10.07, “Information” means all information received from Holdings or any of its Subsidiaries relating to any Person of them or any of their respective businesses, other than any such information that is available to whom the Administrative Agent or for whose benefit that any Lender on a nonconfidential basis prior to disclosure by Holdings or any of its Subsidiaries; provided that, in the case of information received from Holdings or any of its Subsidiaries after the date hereof, such Lender pledges information is clearly identified at the time of delivery as confidential or assigns a security interest delivered pursuant to Section 11.06(f)6.01, 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense. 176 Each of the Administrative Agent, L/C Issuer and the Lenders acknowledges that (i) the Information may include MNPI concerning Holdings, the Borrowers or one or more Subsidiaries, as the case may be, (ii) it has developed compliance procedures regarding the use of MNPI and (iii) it will handle such MNPI in accordance with applicable Requirements of Law, including federal and state securities Requirements of Law.

Appears in 3 contracts

Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of Bank, the Administrative Agent, the Lenders Collateral Agent, the Issuer and the L/C Issuers Arrangers agree to maintain the confidentiality (on behalf of the Information (as defined below), except that Information may be disclosed (a) to itself and each of its Affiliates and to its and its Affiliates’ respective partnersaffiliates, directors, officers, employees, agents, trustees, advisors employees and representatives (representatives) to keep confidential any non-public information supplied to it being understood by the Borrower pursuant to this Agreement that the Persons Borrower identifies to whom such disclosure is made will be informed of Bank, the confidential nature of such Information and instructed to keep such Information confidential)Administrative Agent, the Collateral Agent, the Issuer or the Arrangers (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association case may be) as confidential at the time Borrower so supplies such information, provided, that nothing herein shall limit the disclosure of Insurance Commissioners), any such information (ci) to the extent required by applicable laws statute, rule, regulation or regulations or by any subpoena or similar legal judicial process, (dii) to counsel for any of the Banks, the Administrative Agent, the Collateral Agent, the Issuer or the Arrangers, (iii) to bank examiners, auditors or accountants, (iv) to the Issuer, the Arrangers, the Administrative Agent, the Collateral Agent or any other party heretoBank, (ev) in connection with any summons or subpoena to which any one or more of the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document Banks, the Issuer, the Arrangers, the Administrative Agent or the enforcement of rights hereunder or thereunderCollateral Agent is a party, (fvi) subject to a subsidiary or affiliate of such Person, or (vii) to any assignee or participant (or prospective assignee or participant) so long as such subsidiary, affiliate, assignee or participant (or prospective assignee or participant), as the case may be, first executes and delivers to the Borrower, an agreement containing provisions substantially identical to those contained in this Section 10.15; and provided further, that in no event shall any Bank, the same as those of this SectionIssuer, the Arrangers, the Administrative Agent or the Collateral Agent be obligated or required to (i) return any assignee of or Participant inmaterials furnished to it by the Borrower, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach unless in violation of this Section or (y) becomes available 10.15, each Bank agrees that it will use its reasonable efforts to advise the Administrative AgentBorrower as soon as practicable, of any Lender, any L/C Issuer or any disclosure of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency information in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiv) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)above.

Appears in 2 contracts

Samples: Credit Agreement (Magnum Hunter Resources Inc), Credit Agreement (Magnum Hunter Resources Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Law or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an a written agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (other than, unless the Borrower’s prior consent is obtained, a Competitor), or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) 2.15(c), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Borrower and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 2 contracts

Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder (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), (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower or any of its Affiliates, (i) on a confidential basis which source is not to (i) the knowledge of the Administrative Agent, any rating agency Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates in connection with rating breach of any confidentiality obligations owing to the Borrower or any of its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers Affiliates with respect to the credit facilities provided hereundersuch Information, or (j) subject to an agreement containing provisions substantially the same as those of this Section, extent needed to any Person to whom or for whose benefit that such Lender pledges or assigns obtain a security interest pursuant to Section 11.06(f)Committee on Uniform Securities Identification Procedures (CUSIP) number.

Appears in 2 contracts

Samples: Option Agreement and Permanent Easement Agreement (Antero Midstream Partners LP), Credit Agreement (Antero Resources Midstream LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection or (y) becomes available to the Administrative Agent, to any Person to whom Lender, the L/C Issuer or for whose benefit that such Lender pledges or assigns any of their respective Affiliates on a security interest pursuant to Section 11.06(f)nonconfidential basis from a source other than the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Sonoco Products Co), Credit Agreement (Mueller Industries Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (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), (bii) to the extent requested by any governmental or regulatory agency or authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, (iiB) any actual or prospective counterparty (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, or derivative or other similar transaction under which payments are to be made by reference or to any credit insurance provider in each case relating to the Company any Borrower and its obligations, this Agreement or payments hereunder, (gC) any rating agency, or (D) the CUSIP Service Bureau or any similar organization, (vii) with the written consent of the Company, Borrowers or (hviii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, Agent or any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrowers. In addition, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or Administrative Agent and the Lenders may disclose the existence of this Agreement and the terms of the credit facilities facility provided hereunder or for under this Agreement (iiin each case, to the extent this Agreement been filed publicly with the SEC) of the CUSIP Service Bureau type customarily provided to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent or any similar agency Lender in connection with the issuance administration of this Agreement, the other Loan Documents, and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunderCommitments, or (j) in each case, subject to an agreement containing provisions substantially the same as those confidentiality agreements consistent with this Section 10.07. For purposes of this Section, “Information” means all information delivered by or on behalf of the Borrowers or any of their respective Subsidiaries relating to the Borrowers or any of their respective Subsidiaries or any of their respective businesses, including the identity of Ineligible Assignees. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material non-public information concerning the Borrowers or for whose benefit that a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Athene Holding LTD), 364 – Day Credit Agreement (Athene Holding LTD)

Treatment of Certain Information; Confidentiality. (1) Each of the Administrative Agent, Agents and the Lenders agrees, and the L/C Issuers agree Borrower and each of the other Credit Parties agrees, to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to it, its Affiliates and to its Approved Funds, and its, its Affiliates’ and its AffiliatesApproved Funds’ respective partners, directors, officers, employees, agentsmanagers, administrators, trustees, agents, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, Section 9.14 to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap swap, derivative, credit-linked note or derivative similar transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the CompanyBorrower (or, with respect to Information of the Lenders, the consent of such Lender) or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Agent or any of their respective Affiliates Credit Party on a nonconfidential basis from a source other than non-confidential basis; provided that any Information disclosed pursuant to this Section 9.14 pursuant to applicable securities law shall, to the Companymaximum extent permissible thereunder, (i) on a confidential basis to (i) including any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers disclosure made with respect to the credit facilities provided hereunderissue of the Warrants, or (j) subject to an agreement containing provisions substantially have the same as those names of this Section, to any Person to whom or for whose benefit that such each Lender pledges or assigns a security interest pursuant to Section 11.06(f)redacted.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives actively involved in the origination, syndication, closing, administration or enforcement of the Loans, (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners)) or in connection with an examination of such Person by any such authority or at the request of any self-regulated body, (c) at the express direction of any other governmental authority, with jurisdiction over the Administrative Agent and/or the Lenders, of any State of the United States of America or of any other jurisdiction in which such Person conducts its business, (d) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) to such Person’s independent auditors, attorneys, agents and other professional advisors, (g) to bank trade publications, such customary information to consist of the name of the Borrower, size, tenor and type of facility, and the identity of titled banks, (h) to any other party hereto, (i) subject to an agreement containing provisions substantially the same or at least as restrictive as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligationsobligations hereunder, (gj) with the consent of the Company, Borrower or (hk) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower provided that the Companysource of such information was not at the time known by Administrative Agent, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Lender or any similar agency in connection with the issuance and monitoring of CUSIP numbers their respective Affiliates to be bound by a confidentiality agreement or other legal or contractual obligation of other market identifiers confidentiality with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those such Information. For purposes of this Section, “Information” means all information received from any Company relating to any Company or any of their respective businesses, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Company, provided that in the case of information received from any Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Term Loan Agreement (American Realty Capital Trust, Inc.), Term Loan Agreement (American Realty Capital Trust, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Ultimate Parent, the Company Borrower or any other Subsidiary and its obligations, (g) with the consent of the CompanyUltimate Parent, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section 11.07 or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than Ultimate Parent or the Company, Loan Parties or (i) in the case of any Person that is, or any Affiliate of which is, a party to the Actavis Revolving Credit Agreement, the Existing Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement or any other syndicated credit agreement of Ultimate Parent or any of its Subsidiaries, as expressly permitted by the terms of such credit agreement. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement with Ultimate Parent or any Subsidiary binding on the Administrative Agent, any Arranger, any Co-Documentation Agent or any Co-Syndication Agent, or any of their respective Affiliates, such Persons (and their respective Affiliates) may disclose Information as provided in this Section 11.07. For purposes of this Section 11.07, “Information” means all information received from Ultimate Parent or any Subsidiary relating to Ultimate Parent or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Ultimate Parent or any Subsidiary; provided that, in the case of information received from Ultimate Parent or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 will be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential basis to information. Each of the Administrative Agent and the Lenders acknowledges that (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iia) the CUSIP Service Bureau Information may include MNPI, (b) it has developed compliance procedures regarding the use of MNPI and (c) it will handle all MNPI in accordance with applicable Law, including United States federal and state and applicable foreign securities Laws. Subject to any applicable requirements of United State federal, state or local or applicable foreign Laws or regulations, including securities Laws or regulations, neither the Administrative Agent nor any similar agency Lender will make or cause to be made, whether orally, in connection with writing or otherwise, any public announcement or statement that is intended for the issuance general public and monitoring of CUSIP numbers of other market identifiers not targeted primarily to reach audiences in the banking industry and the banking industry’s customers with respect to the credit facilities provided hereundertransactions contemplated by this Agreement, or (j) subject to an agreement containing any of the provisions substantially the same as those of this SectionAgreement, without the prior written approval of Ultimate Parent as to any Person to whom the form, content and timing of such announcement or for whose benefit that such Lender pledges disclosure, which approval may be given or assigns a security interest pursuant to Section 11.06(f)withheld in Ultimate Parent’s sole discretion.

Appears in 2 contracts

Samples: Assignment and Assumption (Warner Chilcott LTD), Assignment and Assumption (Warner Chilcott LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives with a need to know (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Aar Corp), Credit Agreement (Aar Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Agent and the L/C Issuers agree Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, consultants, trustees, advisors and representatives in connection with the transactions contemplated by 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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee Assignee of or Participant in, or any prospective assignee Assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Banks may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Banks in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Loans.

Appears in 2 contracts

Samples: Term Loan Agreement (Avalonbay Communities Inc), Term Loan Agreement (Avalonbay Communities Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives to the extent such parties require such information in connection with the transactions contemplated by 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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) 2.1.1 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis each of the Administrative Agent and the Lenders may disclose the existence of this Agreement and the information about this Agreement to (i) any rating agency in connection with rating service providers to the Borrower or its Subsidiaries or Administrative Agent and the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those management of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Agreement and the other Loan Documents.

Appears in 2 contracts

Samples: Loan Agreement (Cedar Realty Trust, Inc.), Assignment and Assumption (Cedar Realty Trust, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement executed and delivered to and for the benefit of the Borrowers containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, (ii) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrowers and its obligations, this Agreement or payments hereunder, (iii) any rating agency or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent of the Company, Borrowers or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrower.

Appears in 2 contracts

Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Swingline Lender, the Lenders and the L/C Issuers agree Issuing Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory or similar authority purporting to have jurisdiction over it such Person (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal processprocess (in which case such Person shall (i) promptly notify the Borrower in advance of such disclosure, to the extent permitted by law, and (ii) so furnish only that portion of such information which the applicable Person is legally required to disclose), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder under this Agreement or under any other Loan Document Document, or any action or proceeding relating to this Agreement or any other Loan Document Document, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder; (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or Credit Facility; (h) with the prior written consent of the Borrower (which such consent shall be given in the Borrower’s sole discretion) and (j) subject to an agreement containing provisions substantially the same extent such Information (i) becomes publicly available other than as those a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, any other Credit Party or any of their respective Affiliates. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary or any of their respective Affiliates thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, the Swingline Lender, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof or any of their respective Affiliates but excluding any Information from a source which, to such Person’s knowledge, has been disclosed by such source in violation of a duty of confidentiality to any Credit Party or any Subsidiary thereof or any of their respective Affiliates. Any Person required to whom or for whose benefit that maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Lender pledges or assigns a security interest pursuant Person has exercised the same degree of care to Section 11.06(f)maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 2 contracts

Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, in which case, such Person shall, to the extent reasonably practicable and not prohibited by law, inform the Borrower promptly in advance thereof, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.19(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit insurance provider, in each case, relating to the Company Borrower and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or any other Subsidiary of the Parent or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) subject to an agreement containing provisions substantially the same as those of this Section, to third-party service providers of the Lenders in connection with the credit facilities provided hereunder, (i) with the consent of the Company, Parent or the Borrower or (hj) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section actually known to or caused by the disclosing party or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries Parent or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Invesco Ltd.), Credit Agreement (Invesco Ltd.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Company be made by reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Credit Agreement, (ii) any pledgee referred to in Section 10.06(f), (iii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligationsobligations or (iv) any actual or prospective funding source or investor, (g) with the written consent of the Company, Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Loan Party. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Person Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to whom the Administrative Agent or for whose benefit any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Effective Date, such information is not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (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), (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, (iiB) any actual or prospective counterparty (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, or derivative or other similar transaction under which payments are to be made by reference or to any credit insurance provider in each case relating to the Company any Borrower and its obligations, this Agreement or payments hereunder, (gC) any rating agency, or (D) the CUSIP Service Bureau or any similar organization, (vii) with the written consent of the Company, Borrowers or (hviii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, Agent or any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any of their respective Subsidiaries relating to the Borrowers or any of their respective Subsidiaries or any of their respective businesses, including the identity of Ineligible Assignees, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrowers or any of their respective Subsidiaries, provided that, in the case of information received from the Borrowers or any of their respective Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material non-public information concerning the Borrowers or for whose benefit that a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates each Credit Party’s Affiliates, Approved Funds, each Credit Party’s and to its their respective Affiliates’ and its AffiliatesApproved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, attorneys, advisors and representatives (including, if such Credit Party is a GSO Entity, to any other GSO Entity and its respective partners, directors, officers, employees, existing and prospective investors, agents, funding sources, attorneys, advisors and representatives) (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement (including any electronic agreement contained in any Platform) containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Swap Contract relating to the Company any Loan Party and its obligations, (g) with the consent of the CompanyBorrower, (h) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by a GSO Entity, or (i) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Loan Parties.

Appears in 2 contracts

Samples: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Singer Madeline Holdings, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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)) in connection with the transactions contemplated or permitted hereby, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process; provided that unless specifically prohibited by Applicable Law or court order, each Lender and the Administrative Agent shall promptly notify the Borrower of any such disclosure, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction Hedge Agreement relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower (except to the extent that such Information was available to the Administrative Agent, (i) on any Lender or any of their Affiliates as a confidential basis to (i) result of Administrative Agent’s, any rating agency Lender’s or their Affiliates’ ownership interests in connection with rating the Borrower or its Subsidiaries Business or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrower). For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom or for whose benefit that maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Lender pledges or assigns Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding the foregoing, the Administrative Agent and the Lenders agree not to disclose any Information to a security interest pursuant to Section 11.06(f)Prohibited Lender.

Appears in 2 contracts

Samples: Loan Agreement (Fifth Third Bancorp), Loan Agreement (Fifth Third Bancorp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and other representatives (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 and will keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Financing Agreement or any action or proceeding relating to this Agreement or any other Loan Document Financing Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, managers, administrators, trustees, agents, advisors or other representatives) to any swap or derivative or similar transaction relating under which payments are to be made by reference to the Company Obligors and its their obligations, this Agreement or payments hereunder, (g) with the consent of the Company, Obligors or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their its respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Obligors. For purposes of this Section, “Information” means all information received from any Obligor or any of their Subsidiaries relating to the Obligors or any of their Subsidiaries or any of their respective businesses, other than any such information that is available to Lender on a nonconfidential basis prior to disclosure by any Obligor or any of their Subsidiaries. Any Person required to whom or for whose benefit that maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Lender pledges or assigns a security interest pursuant Person has exercised the same degree of care to Section 11.06(f)maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Appears in 2 contracts

Samples: Loan Agreement (Cohen & Co Inc.), Loan Agreement (Cohen & Co Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis and only in connection with the transactions described herein (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or to any credit insurance provider relating to the Company Borrowers and its their obligations, (g) with the consent of the Company, Borrowers or (h) to the extent such Information (x) becomes publicly generally available to the public other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on Borrowers who is not known by the Person to whom such Information has become available to be bound by a confidential basis confidentiality agreement or other confidentiality obligation to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers Borrowers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those such Information. For purposes of this Section, “Information” means all information received from any Borrower or any Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Borrower or any Subsidiary, provided that, in the case of information received from any Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning Holdings or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party heretohereto other than a Public Lender as provided in Section 7.01, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Credit Agreement, (ii) any Eligible Assignee invited pledgee referred to become a Lender pursuant to in Section 2.01(b) or 2.17(d) 10.06(f), or (iiiii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the written consent of the Company, or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the CompanyCompany or any other Loan Party. In the event that the Administrative Agent, a Lender or an L/C Issuer are requested or required pursuant to clause (ib) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iic) above to disclose any Information, to the CUSIP Service Bureau extent permitted by law, such person shall provide the Company with prompt written notice, to the extent practicable and not in contravention with such request or requirement, of any similar agency in connection such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section. If such notice is not practicable or in contravention with such request or if, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Administrative Agent, such Lender or such L/C Issuer is nonetheless compelled to disclose Information, such person may, without liability hereunder, disclose only that portion of the Information that is legally required to be disclosed, provided that such person exercises reasonable efforts, to the extent practicable, to preserve the confidentiality of such Information. Notwithstanding the foregoing, the Administrative Agent, the Lenders and the L/C Issuers may disclose Information to any Person regulatory or self-regulatory agency having jurisdiction over it in the course of routine reviews or audits, which Information may be disclosed without notice or restriction. For purposes hereof, “routine” reviews or audits shall not include any reviews or audits the target of which is the Company in particular (as opposed to whom the Company having been arbitrarily selected as part of a wider review or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(faudit).

Appears in 2 contracts

Samples: Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (Cablevision Systems Corp /Ny)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Credit Agreement, (ii) any Eligible Assignee invited pledgee referred to become a Lender pursuant to in Section 2.01(b) or 2.17(d) 10.06(f), or (iiiii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the written consent of the Company, Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Loan Party. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Person Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to whom the Administrative Agent or for whose benefit any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Effective Date, such information is not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, provided that the Company is given written notice prior to any such disclosure to the extent not legally prohibited so that the Company may seek a protective order or other appropriate remedy, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative or derivative credit insurance transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Company or a Subsidiary or (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower Company or its Subsidiaries or the credit facilities provided hereunder or (ii) hereunder, the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 2 contracts

Samples: Guaranty Agreement (LyondellBasell Industries N.V.), Guaranty Agreement (LyondellBasell Industries N.V.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower or any of its Affiliates, (i) on a confidential basis which source is not to (i) the knowledge of the Administrative Agent, any rating agency Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates in connection with rating breach of any confidentiality obligations owing to the Borrower or any of its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers Affiliates with respect to the credit facilities provided hereundersuch Information, or (j) subject to an agreement containing provisions substantially the same as those of this Section, extent needed to any Person to whom or for whose benefit that such Lender pledges or assigns obtain a security interest pursuant to Section 11.06(f)Committee on Uniform Securities Identification Procedures (CUSIP) number.

Appears in 2 contracts

Samples: Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any governmental agency or regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower that the Administrative Agent, any such Lender or the L/C Issuer reasonably believes is not bound by a duty of confidentiality to the Borrower, (i) on a confidential basis to (i) any rating agency in connection with (provided such rating agencies are advised of the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiconfidential nature of such information and agree to keep such information confidential) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject as reasonably required by any Lender or other Person providing financing to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges (provided such Lenders or assigns a security interest pursuant other Persons are advised of the confidential nature of such information and agree to Section 11.06(fkeep such information confidential).

Appears in 2 contracts

Samples: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to Affiliates, its auditors and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Company and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Company or (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower Company or its Subsidiaries or the credit facilities facility provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities facility provided hereunder. In addition, or (j) subject to an agreement containing provisions substantially the same as those Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, similar service providers to any Person the lending industry and service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employeesmanagers, employees agents, trustees, advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Restricted Subsidiaries or any of the Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to any of the Loans or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or Section, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower or (z) is independently developed by the Administrative Agent, (i) any Lender, or any of their respective Affiliates without reliance on a any confidential basis to (i) any rating agency in connection with rating Information of the Borrower or and its Subsidiaries or Subsidiaries. In addition, each of the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar agency service providers to the lending industry and service providers to the Administrative Agent, and the Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents and the Credit Extension.

Appears in 2 contracts

Samples: Bridge Facility Agreement (Post Holdings, Inc.), Bridge Facility Agreement (Bellring Brands, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partnersRelated Parties, directors, officers, employees, agents, trustees, advisors and representatives to its third-party service providers (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Related Parties and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives any Swap Provider (or such Swap Provider’s professional advisor) (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty Swap Provider (or its advisors) to any swap or derivative transaction relating to the Company and its obligations), (g) on a confidential basis to (A) rating agencies with respect to ratings of a Lender or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent, the CUSIP Service Bureau or any similar agency L/C Issuer and the Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, employees agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) 2.15 or (ii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection or (y) becomes available to Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a non-confidential basis from a source other than Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to any Person market data collectors, similar service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant the lending industry and service providers to Section 11.06(f)the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Reliance Steel & Aluminum Co), Credit Agreement (Reliance Steel & Aluminum Co)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives solely in connection with this Agreement and the Loan Documents (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrower. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, all such information shall be deemed to be confidential unless the Borrower or such Subsidiary has clearly and conspicuously marked such information as “PUBLIC” in accordance with Section 6.02 hereof. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority Governmental Authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the consent of the CompanyParent Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Credit Party that the CompanyAdministrative Agent, any such Lender or the L/C Issuer reasonably believes is not bound by a duty of confidentiality to the Credit Parties, (i) on a confidential basis to (i) any rating agency in connection with (provided such rating agencies are advised of the Borrower or its Subsidiaries or the credit facilities provided hereunder or (iiconfidential nature of such information and agree to keep such information confidential) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject as reasonably required by any Lender or other Person that would qualify as an Eligible Assignee hereunder (without giving effect to an agreement containing provisions substantially the same as those of this Section, consent required under Section 10.06(b)(iii)) providing financing to any Person to whom or for whose benefit that such Lender pledges (provided such Lenders or assigns a security interest pursuant such other Persons are advised of the confidential nature of such information and agree to Section 11.06(fkeep such information confidential).

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Ventas Inc), Credit and Guaranty Agreement (Ventas Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed shall have agreed (orally or in writing) to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(a) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating under which payments are to be made by reference to any of the Company Borrowers and its their obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Company or (hi) to the extent such Information (x) is or becomes publicly available other than as a result of a breach of this Section or (y) is or becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Company or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement (excluding, in all cases, information about the present or prospective business of the Company and its Subsidiaries, including, without limitation, any financial projections related thereto) to market data collectors, similar agency service providers to the lending industry and service providers to the Agents and the Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partnersRelated Parties, directors, officers, employees, agents, trustees, advisors and representatives to its third-party service providers (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Agents and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Ross Stores Inc), Credit Agreement (Ross Stores Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the each L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a need-to-know basis to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority Governmental Authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company any Credit Party and its obligations, (g) with the consent of the CompanyParent Borrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 by the disclosing Person or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Credit Party that the CompanyAdministrative Agent, any such Lender or any such L/C Issuer reasonably believes is not bound by a duty of confidentiality to the Credit Parties, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower Parent Borrower, the REIT Guarantor or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, hereunder or (j) subject as reasonably required by any Lender or other Person that would qualify as an Eligible Assignee hereunder (without giving effect to an agreement containing provisions substantially the same as those consent required under Section 10.06(b)(iii)) providing financing to such Lender (provided such Lenders or such other Persons are advised of the confidential nature of such information and agree to keep such information confidential). In addition, the Administrative Agent and the Lenders may disclose the existence of this SectionAgreement and customary information about this Agreement to market data collectors, similar service providers to any Person the lending industry and service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

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Treatment of Certain Information; Confidentiality. (a) Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (ai) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and Information, will be instructed to keep such Information confidentialconfidential and will either have a legal obligation to keep such Information confidential or shall agree to keep such Information confidential in accordance with the provisions of this Section 11.07), (bii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (ciii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (div) to any other party hereto, (ev) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (fvi) subject to an agreement containing provisions substantially the same as those of this Section, to (iA) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (iiB) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or to any credit insurance provider relating to the Company a Borrower and its obligations, (gvii) with the prior written consent of the Company, Company or (hviii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 2 contracts

Samples: Credit Agreement (Urs Corp /New/), Credit Agreement (Urs Corp /New/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d2.01(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Credit Party and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection or (y) becomes available to the Administrative Agent, to any Person to whom Lender, the L/C Issuer or for whose benefit that such Lender pledges or assigns any of their respective Affiliates on a security interest pursuant to Section 11.06(f)non-confidential basis from a source other than the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(bSections 2.16(c) or 2.17(d2.17(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section by such Lender, (ii) was or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or (iii) was independently developed by the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunderAdministrative Agent, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)L/C Issuer.

Appears in 2 contracts

Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Agent and the L/C Issuers agree each Lending Party each agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed agree to keep such Information confidentialconfidential on the same terms as provided herein), ; (b) to the extent requested by any regulatory authority authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information customarily found in such publications, (g) unless an Event of Default has occurred and is continuing, subject to an agreement containing provisions substantially the same as those of this Section, to Section 10.07 to: (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement; or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, any Loan Party; (gh) with the consent of the Company, Borrower; or (hi) to the extent such Information Information: (xi) becomes publicly available other than as a result of a breach of this Section 10.07; or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lending Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency Subsidiary thereof and not in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those contravention of this SectionSection 10.07. For purposes of this Section 10.07, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 2 contracts

Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Titan Machinery Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Credit Agreement, (ii) any Eligible Assignee invited pledgee referred to become a Lender pursuant to in Section 2.01(b) or 2.17(d) 10.06(f), or (iiiii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the written consent of the Company, Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Loan Party. For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Person Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to whom the Administrative Agent or for whose benefit any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Closing Date, such information is not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (Madison Square Garden Co), Credit Agreement (Madison Square Garden, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (but, subject to and in accordance with its ordinary and customary procedures and otherwise applicable Law, each Lender agrees to give the Company prior written notice thereof), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company any Loan Party and its obligations, (g) with the consent of the Company, Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those . For purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or any of their respective businesses, other than any such information that is available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning any Loan Party or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Federal and state securities Laws.

Appears in 2 contracts

Samples: Credit Agreement (American Vanguard Corp), Credit Agreement (American Vanguard Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) on a “need to know” basis (consistent with its internal policies) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, trustees, advisors and other representatives (it being understood that the Persons persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (ix) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (iiy) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to the Company be made by reference to Borrower and its obligationsobligations under this Agreement or payments hereunder, or (z) any rating agency or the CUSIP Service Bureau or any similar organization, (g) to market data collectors, (h) with the consent of the CompanyHoldings, or (hi) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, Agent or any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis Holdings or Borrower that is not known to (i) be bound by any rating agency in connection with rating the Borrower obligation of confidentiality or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers care with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those thereto. For purposes of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 2 contracts

Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Agent and the L/C Issuers Banks agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its each of their Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives each of their Related Parties (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), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder; (g) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Debt; (h) with the consent of the Company, Nordson; or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section Section, or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyNordson. For purposes of this Section 10.18, (i) on a confidential basis to (i) “Information” means all information received from any rating agency in connection with rating the Borrower or any of its Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Agent or any similar agency Bank on a nonconfidential basis prior to disclosure by such Borrower or any of its Subsidiaries; provided that, in connection the case of information received from such Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with the issuance and monitoring of CUSIP numbers of other market identifiers with respect its obligation to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as those of this Section, such Person would accord to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)its own confidential information.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Nordson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the each L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower, the Parent or the Public Parent and its obligationsthe respective obligations or any of them, (g) to credit rating agencies, the CUSIP Service Bureau and credit insurers, (h) with the consent of the Company, Parent or the Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, 135 any L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrower.

Appears in 1 contract

Samples: Credit Agreement (Amplify Energy Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, 4839-9354-3409 v.6 4894-8388-2830 v.6 agents, trusteesattorneys, auditors, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d) to any other party heretohereto (such other party acknowledges that it is subject to the confidentiality obligations hereunder with respect to such Information), (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to any rating agency in connection with rating the Borrower or its Subsidiaries or the Agreement or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrower.

Appears in 1 contract

Samples: September Maturity Credit Agreement (Tennessee Valley Authority)

Treatment of Certain Information; Confidentiality. Each of the Co-Administrative Agent, the Collateral Agent, the Administrator, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Borrower and its obligations, (g) with the consent of the Company, Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the any Co-Administrative Agent, the Collateral Agent, the Administrator, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 1 contract

Samples: Revolving Credit Agreement (Kaman Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the other Agents, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed Credit Agreement 116 to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b2.14(c) or 2.17(dSection 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any other Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrower.

Appears in 1 contract

Samples: Credit Agreement (Parker Drilling Co /De/)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to Affiliates, its auditors and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, in reliance on this clause (f)), (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (i) becomes publicly available other than as those a result of a breach of this SectionSection or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. The Loan Parties consent to the publication by the Administrative Agent or any Person Lender of customary advertising material relating to whom the transactions contemplated hereby using the name, product photographs, logo or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)trademark of the Loan Parties.

Appears in 1 contract

Samples: Credit Agreement (Biomarin Pharmaceutical Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a%3) to its Affiliates Affiliates, Approved Funds, and to its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, trusteesfunding sources, accountants, attorneys, advisors and representatives (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), (b%3) to the extent requested by any Governmental Authority or any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c%3) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process, (d%3) to any other party hereto, (e%3) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f%3) subject to an agreement containing provisions substantially the same as those of this Section, to (i%4) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii%4) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company any Loan Party and its obligations, (g%3) with the consent of the CompanyParent, (h%3) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Credit Party or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, Loan Parties (ionly if such Credit Party has no knowledge that such source itself is not in breach of a confidentiality obligation) or (%3) on a 153 confidential basis to (i%4) any rating agency in connection with rating the Borrower Parent or its Subsidiaries or the credit facilities provided hereunder or (ii%4) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 1 contract

Samples: Credit Agreement (C&J Energy Services, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsmanagers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facility, (h) with the consent of the Company, Borrower or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Agents and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration of this Agreement, the other Loan Documents, and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Commitments. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Sun Communities Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that so long as the Persons to whom such disclosure is made will be are informed of the confidential nature of such Information and instructed agree in writing or are otherwise obligated to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (provided that any such assignee or any Eligible Assignee invited Participant is advised of and agrees to become a Lender pursuant to be bound by the provisions of this Section 2.01(b) or 2.17(d11.07) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its their obligations, (g) with the written consent of the CompanyParent Borrower, (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section 11.07 or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrowers, or (i) on a confidential basis to (i) any rating agency agency. For purposes of this Section 11.07, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; provided that, in connection the case of information received from a Loan Party or any such Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with rating its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Parent Borrower or its Subsidiaries or a Subsidiary, as the credit facilities provided hereunder or case may be, (iib) it has developed compliance procedures regarding the CUSIP Service Bureau or any similar agency use of material non-public information and (c) it will handle such material non-public information in connection accordance with the issuance applicable Law, including Federal and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Leslie's, Inc.)

Treatment of Certain Information; Confidentiality. 11.20.1 Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to it, its Affiliates and to its and its Affiliates' respective partners, directors, officers, employees, managers, agents, trusteesauditors, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.20, to (i) any assignee of or Participant inin any of its rights or obligations under this Agreement, or (ii) any prospective assignee of of, or prospective Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or Agreement, and their respective directors, officers, employees and advisors, (iiiii) any actual or prospective counterparty (or its advisors) party to any swap swap, derivative, credit-linked note or derivative similar transaction relating to the Company Borrower and its obligationsthe Secured Obligations, (iv) any insurer or reinsurer of the Lenders or their respective brokers or (v) the general and limited partners, directors, officers, employees, auditors and advisors of the Persons referred to in (i), (iii) and (iv), (g) with the consent of the CompanyBorrower, or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer Agent or any of their respective Affiliates Lender on a nonconfidential basis from a source other than the Company, (i) on a non-confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)basis.

Appears in 1 contract

Samples: Loan Agreement (Iamgold Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent NYDOCS03/1048584.798 requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(a) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) is or becomes publicly available other than as those a result of a breach of this SectionSection or (y) is or becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about the terms and conditions of this Agreement (excluding, in all cases, information about the present or prospective businesses of the Borrower, the Target and any of their Subsidiaries, including, without limitation, any financial projections related to the Borrower, the Target or any Person of their subsidiaries) to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant market data collectors, similar service providers to Section 11.06(f)the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Appears in 1 contract

Samples: Senior Unsecured Bridge Credit Agreement (Avnet Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives on a need to know basis (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection (other than in the case of a pledge to any Federal Reserve Bank), to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or Credit Agreement, (ii) any Eligible Assignee invited pledgee referred to become a Lender pursuant to in Section 2.01(b10.06(f) or 2.17(d) , or (iiiii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company and its obligations, (g) with the written consent of the Company, Company or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau Company or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Loan Party. For purposes of this Section, “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Person Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to whom the Administrative Agent or for whose benefit any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Closing Date, such information is not marked “PUBLIC” or otherwise identified at the time of delivery as confidential. Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including Securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C Issuers agree Issuer and Lenders agrees to maintain maintain, and to cause its Affiliates (including any Related Parties) to maintain, the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) to the extent reasonably required, in connection with the exercise of any remedies hereunder or under any other Loan 91 Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to obligations of the Company and its obligations, Loan Parties under the Loan Documents; (g) with the consent of the Company, ; or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative any Agent, any Lender, any the L/C Issuer Issuer, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that to the extent permitted by applicable law or regulation, each of the Agents and Lenders agrees to notify the Company prior to (if reasonably practicable) or concurrently with its disclosure of such information to any third party pursuant to clauses (b), (ic) on a confidential basis and (f). In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and public information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry, and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration and monitoring management of CUSIP numbers of this Agreement, the other market identifiers with respect to Loan Documents, the credit facilities provided hereunderCommitments, or (j) subject to an agreement containing provisions substantially and the same as those Credit Extensions. For the purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is available to any Agent, the L/C Issuer, or any Lender or any of their respective Affiliates on a nonconfidential basis prior to disclosure by any Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Agents and each of the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrowers or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (McKesson Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to Affiliates, its auditors and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, in reliance on this clause (f)), (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (i) becomes publicly available other than as those a result of a breach of this SectionSection or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to any Person market data collectors, similar service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant the lending industry and service providers to Section 11.06(f).the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. The Loan Parties consent to the publication

Appears in 1 contract

Samples: Credit Agreement (Biomarin Pharmaceutical Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to the Company be made by reference to a Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Company, Company or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 1 contract

Samples: Credit Agreement (Mastec Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative AgentAgents, the Lenders and the L/C Issuers agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed, subject to the provisions set forth in this Section 11.07, (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory authority Governmental Authority, purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Acceding Lender pursuant to under Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance application, issuance, publishing and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07, (y) becomes available to either Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 11.07. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. For purposes of this Section 11.07, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower, any Subsidiary or any of their respective businesses, other than any such information that is available to either Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential (other than Information provided under Sections 6.04, 6.13, 6.14, 6.15, 6.18 or 7.14 (i.e., such Information provided under such sections does not need to be labeled confidential to be treated as confidential)). Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as those such Person would accord to its own confidential information. Each of the Agents, the Lenders and the L/C Issuers acknowledge that (a) the Information may include material non-public information concerning the Borrower or any Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States, Federal, Canadian Federal, state, provincial and territorial securities laws. Notwithstanding the foregoing, unless specifically prohibited by applicable Law or court order, each of the Agents, the Lenders, the L/C Issuers and each of their respective Affiliates shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any Governmental Authority or representative thereof (other than any such request in connection with an examination of such Agent, such Lender, such L/C Issuer or such Affiliate by such Governmental Authority) or pursuant to legal process. 150 The provisions of this Section, Section 11.07 do not apply to any Person proceedings between the parties to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)this Agreement.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners) or in connection with any pledges or assignments permitted under Section 10.06(f), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) to any rating agency, (h) to any credit insurance provider relating to the Borrower and its obligations, (i) with the consent of the Company, Borrower or (hj) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Agents and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Third Amendment and Restatement Agreement (Targa Resources Partners LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees and agrees to cause its Affiliates and Related Parties to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives Related Parties (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b2.15(c) or 2.17(dSection 2.16(c) or (ii) any actual or prospective counterparty party (or its advisorsRelated Parties) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower; provided that such Lender that discloses any Information pursuant to clauses (b) or (c) shall, to the extent permitted by applicable law, use reasonable efforts to provide the Borrower with prompt notice of such disclosure and an opportunity to contest such disclosure as long as furnishing such notice and opportunity would not in such Lender’s reasonable judgment result in such Lender’s violation of applicable law or any bona fide third party confidentiality agreement containing provisions substantially the same as those prohibiting such disclosure. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or for whose benefit that a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such Lender pledges or assigns a security interest pursuant to Section 11.06(f)material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Appears in 1 contract

Samples: Credit Agreement (Ascent Capital Group, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates Affiliates, its auditors and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Loan Party and its obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent to deliver Borrower Materials or notices to the Lenders or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the CompanyBorrower, or (hi) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Agents and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Commitments.

Appears in 1 contract

Samples: Term Loan Agreement (Vectren Utility Holdings Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company a Borrower and its obligations, (g) with the consent of the Company, Company or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Collateral Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 1 contract

Samples: Revolving Credit Agreement (Kaman Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as, or at least as restrictive as, those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry, and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Lenders in connection with the issuance administration and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those management of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, the Commitments, and the Credit Extensions.

Appears in 1 contract

Samples: Credit Agreement (Greenbrier Companies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder (g) with the consent of the CompanyBorrower, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) becomes publicly available other than as those a result of a breach of this SectionSection 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. Each of the Lenders agrees to use its best efforts to insure that no material non-public information provided to it by or on behalf of the Borrower will be utilized by any Person of its affiliates, agents, advisors or representatives to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)trade in securities of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Lowes Companies Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such CHAR1\1927666v7 disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), ; (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), ; (c) to the extent required by applicable laws or regulations Laws or by any subpoena or similar legal process, ; (d) to any other party hereto, ; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document Document, or any action or proceeding relating to this Agreement or any other Loan Document Document, or the enforcement of rights hereunder or thereunder, ; (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 11.07, to (i) any assignee of of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, ; (g) with the consent of the Company, Borrower; (h) to the extent such Information (xi) becomes publicly available available, other than as a result of a breach of this Section 11.07, or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the Company, Borrower; (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder; and (j) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to this Agreement. In addition, the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially Administrative Agent and the same as those Lenders may disclose the existence of this SectionAgreement and information about this Agreement to market data collectors, similar service providers to any Person the lending industry and service providers to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Revolving Commitments.

Appears in 1 contract

Samples: Credit Agreement (Connecticut Light & Power Co)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Credit Document or any action or proceeding relating to this Credit Agreement or any other Loan Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee or pledgee under Section 11.06(f) of or Participant in, or any prospective assignee or pledgee under Section 11.06(f) of or Participant in, any of its rights or obligations under this Credit Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) 2.01(d), or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company any Borrower and its obligations, (g) with the consent of the Company, applicable Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)Borrowers.

Appears in 1 contract

Samples: Credit Agreement (Euronet Worldwide Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Lenders, the Swingline Lender and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or by any order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.13(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the CompanyBorrower, (h) to the extent requested by any Person providing insurance to the Administrative Agent, the Lenders, the Swingline Lender or the L/C Issuer relating to the Borrower and its obligations hereunder, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any the Swingline Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential non-confidential basis from a source other than the CompanyBorrower or any of its Affiliates, (i) on a confidential basis which source is not to (i) the knowledge of the Administrative Agent, any rating agency Lender, the Swingline Lender, the L/C Issuer or any of their respective Affiliates in connection with rating breach of any confidentiality obligations owing to the Borrower or any of its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers Affiliates with respect to the credit facilities provided hereundersuch Information, or (j) subject to an agreement containing provisions substantially the same as those of this Section, extent needed to any Person to whom or for whose benefit that such Lender pledges or assigns obtain a security interest pursuant to Section 11.06(f)Committee on Uniform Securities Identification Procedures (CUSIP) number.

Appears in 1 contract

Samples: Revolving Credit Agreement (PBF Logistics LP)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any NYDOCS03/1043960.1498 subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d2.15(a) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (ji) subject to an agreement containing provisions substantially the same extent such Information (x) is or becomes publicly available other than as those a result of a breach of this SectionSection or (y) is or becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about the terms and conditions of this Agreement (excluding, in all cases, information about the present or prospective businesses of the Borrower, the Target and any of their Subsidiaries, including, without limitation, any financial projections related to the Borrower, the Target or any Person of their subsidiaries) to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant market data collectors, similar service providers to Section 11.06(f)the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

Appears in 1 contract

Samples: Senior Unsecured Bridge Credit Agreement (Avnet Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders Banks and the L/C Issuers agree Issuing Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives in connection with the transactions contemplated by 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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any LenderBank, any L/C Issuer the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the CompanyBorrower. In addition, (i) on a confidential basis the Administrative Agent and the Banks may disclose the existence of this Agreement and information about this Agreement to (i) any rating agency in connection with rating market data collectors, similar service providers to the Borrower or its Subsidiaries or lending industry and service providers to the credit facilities provided hereunder or (ii) Administrative Agent and the CUSIP Service Bureau or any similar agency Banks in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those administration of this SectionAgreement, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f)the other Loan Documents, and the Loan Commitments.

Appears in 1 contract

Samples: Loan Agreement (Avalonbay Communities Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C C-BA Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) or 2.14(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrowers and its obligationstheir obligations or (iii) any third party vendor engaged by a Lender or an Affiliate of a Lender whose access to the Information is reasonably necessary for such vendor to perform the services or procedures for which such vendor has been engaged by such Lender or Affiliate, (g) with the consent of the Company, Borrowing Agent or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C C-BA Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those Borrowers. For purposes of this Section, “Information” means all information received from the Borrowers or any Restricted Subsidiary relating to the Borrowers or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C-BA Issuer on a nonconfidential basis 126 prior to disclosure by the Borrowers or any Subsidiary, provided that, in the case of information received from the Borrowers or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to whom maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C-BA Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrowers or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. This Section 10.07 is not, and shall not be deemed to constitute, an express or implied agreement by the Administrative Agent with any Loan Party for whose benefit a higher degree of confidentiality than that such Lender pledges or assigns a security interest pursuant prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore and in the Third Schedule to Section 11.06(f)the Banking Act, Chapter 19 of Singapore.

Appears in 1 contract

Samples: Credit Agreement (World Fuel Services Corp)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b) or 2.17(d) or 2.15(c), (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction with such Lender relating to the Company a Borrower and its obligationsobligations or (iii) any insurer or insurance broker of, or direct or indirect provider of credit protection to any Lender or any Affiliate of any Lender, (g) with the consent of the CompanyBorrower, (h) to the extent such Information (xA) becomes publicly available other than as a result of a breach of this Section or (yB) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Borrower or (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder. In addition, or (j) subject to an agreement containing provisions substantially the same as those Administrative Agent and the Lenders may disclose the existence and terms of this SectionAgreement to market data collectors, similar service providers to any Person the lending industry and service providers to whom the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. In the event the Administrative Agent, the Lenders or for whose benefit that such Lender pledges or assigns a security interest the L/C Issuer is required to disclose the Information pursuant to Section 11.06(f)applicable law or regulation or by subpoena or similar legal process, such party shall give prompt written notice thereof to the Borrower unless legally prohibited from doing so.

Appears in 1 contract

Samples: Credit Agreement (Cisco Systems, Inc.)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agentsadvisors (including legal counsel), trusteesindependent auditors and other experts, advisors and agents or representatives (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), (b) to the extent required or requested by any regulatory authority purporting to have having jurisdiction over it such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws Laws or regulations or by any subpoena order of any court or similar administrative agency or in any pending legal processor administrative proceeding, or otherwise as required by compulsory legal process (in which case such Person will inform the Borrower promptly thereof to the extent practicable and not prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or and obligations under this Agreement Agreement, or any Eligible Assignee invited to become be a Lender pursuant to Section 2.01(b2.15(d) or 2.17(dSection 2.16(c) or (ii) any actual or prospective counterparty party (or its advisorspartners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives) to any swap swap, derivative or derivative other transaction relating under which payments are to be made by reference to the Company Borrower and its obligations, this Agreement or payments hereunder, (g) with the consent of the Company, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (iiiii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates from a source other than the Borrower that is not to such Lender’s knowledge subject to confidentiality obligations to the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07 or (j) subject for purposes of establishing a “due diligence” defense. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to an agreement containing provisions substantially market data collectors, similar service providers to the same as those lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments. For purposes of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).

Appears in 1 contract

Samples: Credit Agreement (Qualcomm Inc/De)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, Agent and the Lenders and the L/C Issuers agree agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal processprocess (provided, that in the event of any such disclosure under this clause (c), the Administrative Agent or such Lender, as the case may be, agrees to use commercially reasonable efforts to inform the Borrower of such disclosure BACK to the extent not prohibited by Law), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Company Borrower and its obligations, (g) with the consent of the Company, Borrower or (h) to the extent such Information (xi) becomes publicly available other than as a result of a breach of this Section or (yii) becomes available to the Administrative Agent, any Lender, any L/C Issuer Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Borrower (i) on other than through a confidential basis Person whom the Administrative Agent or such Lenxxx xxtually knows to (i) any rating agency be acting in connection with rating violation of his or its obligations to the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, or (j) subject to an agreement containing provisions substantially the same as those of this Section, to any Person to whom or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(fLoan Party).

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuers agree Issuer agrees to maintain the confidentiality of the Information (as defined below)Information, except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trusteesadvisors, advisors trustees and representatives (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), ; (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), it; (c) to the extent required by applicable laws Laws or regulations or by any subpoena or similar legal process (in which case such Person agrees, to the extent permitted by applicable law or such compulsory legal process, to use commercially reasonable efforts to inform the Borrower thereof prior to such disclosure); (d) to any other party hereto, to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, hereunder; (f) subject to an agreement containing provisions substantially the same as those of this SectionSection 10.07, to (i) any permitted assignee of or Participant participant in, or any prospective permitted assignee of or Participant participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.01(b) or 2.17(d) or (ii) any actual direct or indirect contractual counterparty or prospective counterparty (or its advisorssuch contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or credit derivative transaction relating to obligations of the Company and its obligations, Loan Parties; (g) with the consent of the Company, Borrower; (h) to the extent such Information (xi) is or becomes publicly available other than as a result of a breach of this Section 10.07 or (yii) is or becomes available to the Administrative Agent, any Lender, any the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Company, Borrower; (i) on a confidential basis to any state, Federal or foreign authority or examiner (i) any rating agency in connection with rating including the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau National Association of Insurance Commissioners or any other similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, organization) regulating any Lender; or (j) subject to (i) an agreement containing provisions substantially the same as those of this Section, to any Person to whom investor or for whose benefit that such Lender pledges or assigns a security interest pursuant to Section 11.06(f).prospective investor in

Appears in 1 contract

Samples: First Lien Senior Secured Credit Agreement (WII Components, Inc.)

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